RELEASE AND SEVERANCE COMPENSATION AGREEMENT

Exhibit 10.5

Execution Copy
January 1, 2008

RELEASE AND SEVERANCE COMPENSATION AGREEMENT

          THIS RELEASE AND SEVERANCE COMPENSATION AGREEMENT (the “Agreement”) is made and entered into effective January 1, 2008 (the “Effective Date”), between and among ProAssurance Group Services Corporation, an Alabama corporation, and ProAssurance Corporation, a Delaware corporation (“ProAssurance”), and Victor T. Adamo, an individual (the “Executive”). ProAssurance and its direct and indirect subsidiaries are hereinafter collectively referred to as the “Companies.”

RECITALS:

          The Executive currently provides services to the Companies as an at will employee of ProAssurance Group Services Corporation which is a wholly owned subsidiary of ProAssurance. Executive is currently employed at the Companies’ offices in Jefferson County, Alabama, which is Executive’s primary location of employment on date of this Agreement. ProAssurance has offered to expand protection to the Executive in the form of severance benefits payable on termination of employment under certain circumstances in consideration of Executive’s agreement to continue his employment with the Companies. ProAssurance and Executive have entered into this Agreement to evidence the terms and conditions for payment of severance benefits upon termination of Executive’s employment with the Companies.

AGREEMENT

           NOW, THEREFORE, These Premises Considered, and in consideration of the mutual covenants and promises in this Agreement, the sufficiency of which is hereby acknowledged, the parties agree as follows:

     1.  Definitions . For purposes of this Agreement, the following terms shall have the meanings set forth below:

          (a) “Annual Base Salary” of the Executive shall be defined as the Executive’s base rate of compensation in effect as of the Date of Termination (herein defined), but in no event less than the greater of: (A) the Executive’s base rate of compensation in effect as of the date of the Agreement; or (B) the Executive’s base rate of compensation in effect as of the end of the last calendar quarter preceding the Date of Termination

          (b) “Beneficial Ownership” is used as such term is used within the meaning of Rule 13d-3 promulgated under the Exchange Act.

          (c) “Board” means the Board of Directors of ProAssurance either acting as a full Board or through its Compensation Committee.

          (d) “Cause” means: (i) the Executive has been convicted in a federal or state court of a crime classified as a felony; (ii) action or inaction by the Executive (A) that constitutes embezzlement, theft, misappropriation or conversion of assets of the Companies which alone or together with related actions or inactions involve assets of more than a de minimus amount or that constitutes intentional fraud, gross malfeasance of duty, or conduct grossly inappropriate to Executive’s office, and (B) such action or inaction has adversely affected or is likely to adversely affect the business of the Companies, taken as a whole, or has resulted or is intended to result in a direct or indirect gain or personal enrichment of Executive to the detriment of the Companies; or (iii) Executive has been grossly inattentive to, or in a grossly negligent manner failed to competently perform, Executive’s job duties and the failure was not cured within 45 days after written notice from ProAssurance.

          (e) “Code” means the Internal Revenue Code of 1986, as amended

          (f) “Change of Control” shall mean the occurrence of any one of the following events during the term of this Agreement:

               (i) an acquisition of the voting securities of ProAssurance by any Person, immediately after which such Person has Beneficial Ownership of more than 50.1% of the combined voting power of ProAssurance’s then outstanding voting securities;

               (ii) a merger, consolidation or reorganization involving ProAssurance in which an entity other than ProAssurance is the surviving entity or in which ProAssurance is the surviving entity and the stockholders of ProAssurance immediately preceding such transaction will own less than 50.1% of the outstanding voting securities of the surviving entity; or

               (iii) the sale or other disposition of substantially all of the assets of ProAssurance (as defined in the regulations under Section 409A of the Code) and ProAssurance ceases to function on a going forward basis as an insurance holding company system that provides medical professional liability insurance.

          In no event shall a Change of Control be deemed to have occurred, with respect to Executive, if the Executive is part of a purchasing group which consummates a Change of Control Transaction. The Executive shall be deemed “part of a purchasing group” for purposes of the preceding sentence if the Executive is an equity participant or has agreed to become an equity participant in the purchasing company or group (except for ownership of less than 5% of the stock of the purchasing company).

          (g) “Change of Control Transaction” means any of the transactions as described in subparagraphs (i), (ii) and (iii) of Section 1(f) hereof.

          (h) “Disability” means a serious injury or illness that requires Executive to be under regular care of a licenses medical physician and renders the Executive incapable of performing the essential function of the Executive’s position for twelve (12) consecutive months as determined by the Board in good faith and upon receipt of and in reliance on competent medical advice from one or more individuals selected by the Board, who are qualified to give professional medical advice. Executive will submit to such medical or psychiatric examinations

and tests as such medical professional deems necessary to make any determination of Executive’s Disability and consent to such medical professional sharing the results of such examination with a representative of the Board.

          (i) “Date of Termination” means (i) if Executive’s employment is terminated by Executive for any reason other than death or Disability, the Date of Termination shall be the last day of employment of Executive; (ii) if Executive’s employment is terminated by reason of death of the Executive, the date of death shall be the Date of Termination; (iii) if the Executive’s employment is terminated by reason of Disability, the Date of Termination shall be the date of determination of Disability by the Board; or (iv) if Executive’s employment is terminated by ProAssurance for any reason, the Date of Termination shall be the last day of employment of Executive unless otherwise provided in Section 6 hereof.

          (j) “Exchange Act” means the Securities Exchange Act of 1934, as amended.

          (k) “Good Reason” shall constitute any of the following circumstances if they occur without the Executive’s express written consent during the term of this Agreement: (i) a material diminution in the Executive’s authority, duties or responsibilities such that Executive no longer holds a position with executive level responsibilities consistent with the Executive’s training and experience; (ii) the Companies require a material change in the Executive’s primary location of employment of more than 100 miles from the location of the Executive’s primary location of employment on date of this Agreement; (iii) the Companies materially reduce the Executive’s incentive compensation opportunities and employee benefits to a level that is less than is provided to other executives of comparable rank with the Companies; (iv) a material breach by the Companies of any provision of this Agreement; (v) a material reduction by the Companies in the Executive’s Annual Base Salary (herein defined); (vi) the termination or non-renewal of this Agreement by the Companies at any time prior to December 31 in the year that Executive reaches 65 years of age; or (vii) the election of Executive to terminate his employment with the Companies during the Initial Term pursuant to Section 3(g) hereof.

          (l) “Severance Benefits” means the payments and other benefits to be provided to the Executive under Section 3(a) hereof.

          (m) “Term” means the Initial Term or a Renewal Term (as each is defined in Section 2 hereof), where no distinction is required in this Agreement

     2.  Term of Agreement . This Agreement shall continue in effect for a initial period commencing on the Effective Date and ending on December 31, 2010 (the “Initial Term”). Thereafter, this Agreement shall automatically be extended for successive terms of one year (each a “Renewal Term”), except that this Agreement shall not be renewed and shall terminate automatically and without any action of the Companies or the Executive at the expiration of the Term in which the Executive reaches 65 years of age. If not sooner terminated, any of the Companies may elect to terminate this Agreement at the expiration of the then current Term by delivery of written notice of the termination of this Agreement at least six months prior to the commencement of any Renewal Term.

     3.  Severance Benefits .

          (a) If (A) during the term of this Agreement, (x) the Companies terminate the employment of Executive for any reason other than Cause, death or Disability, or (y) the Executive terminates employment with the Companies for Good Reason, and (B) the Executive executes the Release that is attached to and incorporated in this Agreement (“Release”) within sixty (60) days after the Date of Termination, the Executive shall receive the following benefits:

               (i) An amount equal to two (2) times the Executive’s Annual Base Salary;

               (ii) An amount equal to two (2) times the average annual incentive award(s) and bonus(es). The “average annual incentive award(s) and bonus(es)” shall mean the amount equal to the average of the annual incentive award(s) and bonus(es) paid to Executive in each of the three complete calendar years prior to the Date of Termination or, if shorter, in each of the complete calendar years during the Executive’s entire period of employment with the Companies. The “annual incentive award(s) and bonus(es)” shall mean the dollar value of the cash or other consideration paid to the Executive by the Companies as annual performance based compensation (whether or not deferred) in each calendar year during said period. The Executive’s annual incentive awards and bonuses do not include long-term incentive compensation; therefore, annual incentive awards and bonuses shall be calculated excluding the value of options to purchase stock, performance shares, or other long-term incentives;

               (iii) Payment of the Executive’s monthly COBRA premiums for continued health and dental insurance coverage for the shorter of the following: (A) eighteen (18) months from the Date of Termination; (B) until the Executive no longer has coverage under COBRA; or (C) until the Executive becomes eligible for substantially similar coverage under a subsequent employer’s group health plan; and

               (iv) Outplacement services that are customary to Executive’s position.

          (b) Subject to the delivery of the executed Release by Executive, the Severance Benefits described in subparagraphs (i) and (ii) of Section 3(a) hereof shall be paid in cash or good funds in equal monthly installments during the Restricted Period (as defined in Section 7hereof) commencing no later than the fifteenth day of the calendar month that occurs not less than seven (7) days after the execution of the Release and ending on the first day of the last full calendar month in the Restricted Period; provided that the obligation of the Companies to pay such Severance Benefits to the Executive shall be subject to termination as herein provided in the event the Executive violates the covenants under Section 7 hereof. The Companies shall withhold from any amounts payable under this Agreement all federal, state, city or other income and employment taxes that shall be required. Notwithstanding the foregoing, if the Executive is a “specified employee” within the meaning of Code Section 409A(a)(2)(b)(i), the payment schedule for Severance Benefits shall be modified or adjusted to provide that no payments shall be made until the expiration of six (6) months following the Date of Termination. In the event that payments are so delayed, a lump sum payment of the accumulated unpaid amounts attributable to the six (6) month period shall be made to Executive on the first day of the seventh month following the Date of Termination. This six month delay shall not apply to any

Severance Benefits which are not subject to the requirements of Section 409A of the Code by reason of their being separation pay upon an involuntary separation from service and their meeting the requirements and limitations of the regulations under the above referenced Code section. In no event shall the aggregate amount of Severance Benefits be reduced as a result of such modification or adjustment.

          (c) The outplacement services included in the Severance Benefits shall be provided to the Executive promptly after the execution of the Release but not later than the end of the calendar year following the year in which the Date of Termination occurred.

          (d) The Executive shall be entitled to the following in addition to and not in limitation of the Severance Benefits: (i) accrued and unpaid base salary as of the Date of Termination; (ii) accrued vacation and sick leave, if any, on Date of Termination in accordance with the then current policy or plan of the Companies with respect to terminated employees generally; and (iii) vested benefits under the Companies’ employee benefit plans in which the Executive was a participant on Date of Termination, which vested benefits shall be paid or provided for in accordance with the terms of said employee benefit plans.

          (e) The Executive shall not be entitled to receive Severance Benefits if employment with the Companies is terminated by reason of death or Disability of Executive; or by reason of termination of employment by the Executive without Good Reason (herein defined); or by reason of termination of employment by the Companies with Cause.

          (f) The Executive shall be under no duty or obligation to seek or accept other employment and shall not be required to mitigate the amount of the Severance Benefits provided under the Agreement by seeking employment or otherwise; provided, however, that the Executive shall be required to notify the Companies if the Executive becomes covered by a health or dental care program providing substantially similar coverage, at which time health or dental care continuation coverage provided under this Agreement shall cease.

          (g) Notwithstanding any provisions of this Agreement and this Section 3 to the contrary, the Executive may unilaterally and of his own accord terminate his employment relationship with the Companies during the Initial Term by delivery of notice to ProAssurance in accordance with Section 10 hereof. In the event the Executive elects to terminate employment with the Companies pursuant to this subparagraph (g), the Executive shall be deemed to have terminated his employment for Good Reason and shall be entitled to Severance Benefits pursuant to Section 3 hereof, and neither Executive nor the Companies shall be required to comply with the provisions of Section 5 hereof; provided that if the Companies deliver a notice of termination for Cause under Section 6 hereof which sets forth reasons for termination for Cause that occurred prior to the date of delivery of Executive’s notice of termination pursuant to this subparagraph (g) and the Executive’s employment is terminated for Cause for the reasons set forth in said notice of termination for Cause, the employment of the Executive shall be deemed to have been terminated by the Companies for Cause, and not by the Executive for Good Reason, and the Executive shall not be entitled to any Severance Benefits hereunder.

     4.  Parachute Payment Tax Reimbursement .

          (a) If any payment or benefit within the meaning of Section 280G(b)(2) of the Code to Executive for his benefit paid or payable or distributed or distributable pursuant to the terms of this Agreement or otherwise in connection with, or arising out of, Executive’s employment with the Companies or a Change of Control (a “Payment” or “Payments”) will be subject to the excise tax imposed by Section 4999 of the Code or any interest or penalties are incurred by the Executive with respect to such excise tax (such excise tax, together with such interest and penalties are collectively referred to as the “Excise Tax”), then the Executive will be entitled to receive an additional payment (a “Gross Up Payment”). The amount of the Gross Up Payment will be such that after payment by the Executive of all taxes (including any interest or penalties, other than interest and penalties imposed by reason of the Executive’s failure to file a timely tax return or pay taxes shown due on his return, imposed with respect to such taxes and the Excise Tax), including any Excise Tax imposed upon the Gross Up Payment, the Executive retains an amount of the Gross Up Payment equal to the Excise Tax imposed upon the Payments. The Executive shall be deemed to pay federal income taxes at the highest marginal rate of federal income taxation in the calendar year for which the Excise Tax is to be paid.

          (b) An initial determination as to whether a Gross Up Payment is required pursuant to this Agreement and the amount of such Gross Up Payment shall be made by the Compensation Committee or the Board of Directors of ProAssurance. In making such determination, the value of any noncash benefits or any deferred payment or benefit shall be determined in accordance with the principles set forth in Sections 280G(d)(3) and (4) of the Code. ProAssurance shall provide the determination (“Determination”) together with detailed supporting calculations and documentation to the Executive within a reasonable time after the Date of Termination but not later than March 15 in the calendar year following the year in which the Date of Termination occurred. If ProAssurance determines that no Excise Tax is payable by the Executive with respect to a Payment or Payments, it shall furnish the Executive with an opinion of its income tax accountant or tax counsel to the effect that no Excise Tax will be imposed with respect to any Payment or Payments. Within ten days of the delivery of the Determination to the Executive, the Executive shall have the right to dispute the Determination. The Gross Up Payment, if any, as determined pursuant to this Section 4(b) shall be paid by the Companies to the Executive within 20 days of the receipt of the Determination. The existence of the Dispute shall not in any way affect the Executive’s right to