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                                                                    Exhibit 10.8

                             PROASSURANCE GROUP 2004
                           DEFERRED COMPENSATION PLAN

                                OCTOBER 11, 2004

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                                TABLE OF CONTENTS

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ARTICLE I PURPOSE........................................................     1

ARTICLE II DEFINITIONS...................................................     1

ARTICLE III ELIGIBILITY..................................................     2

ARTICLE IV DEFERRED COMPENSATION.........................................     2

ARTICLE V ACCOUNT GROWTH.................................................     3

ARTICLE VI VESTING.......................................................     3

ARTICLE VII PAYMENT OF BENEFITS..........................................     3

ARTICLE VIII NATURE OF KEY EMPLOYEE'S INTEREST IN THE PLAN...............     5

ARTICLE IX NO GUARANTEE OF EMPLOYMENT....................................     5

ARTICLE X DISPUTE RESOLUTION.............................................     6

ARTICLE XI AMENDMENT AND TERMINATION.....................................     6
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                             PROASSURANCE GROUP 2004

                           DEFERRED COMPENSATION PLAN

          PROASSURANCE GROUP SERVICES CORPORATION (hereinafter referred to as
the "Company") desires to establish the following deferred compensation plan
(the "Plan") to attract and retain the services of a select group of management
and executive personnel and to provide benefits to such employees upon their
retirement, death, disability or other termination of employment;

          NOW, THEREFORE, effective as of the 11th day of October, 2004 (the
"Effective Date"), the following Plan is hereby established:

                                   ARTICLE I.
                                     PURPOSE

          The Plan is an unfunded plan which is established for the benefit of a
select group of management and highly compensated employees within the meaning
of the Employee Retirement Income Security Act of 1974, as amended ("ERISA").
The Plan is for the benefit of Key Employees of the Company and, if the Company
is a member of a controlled group of corporations within the meaning of Section
414(b) of the Internal Revenue Code (the "Code") Key Employees of other
controlled group corporations (the Company and the other controlled group
corporations being sometimes hereinafter referred to as the "Employer" or
"Employers").

                                   ARTICLE II
                                   DEFINITIONS

          The following definitions shall govern this Agreement:

          1. ANNIVERSARY DATE means the last business day of each December
following the Effective Date.

          2. BENEFICIARY means the person designated in writing by the Key
Employee to receive any benefits upon the death of the Key Employee. If no
Beneficiary designation is made or if the designated person is not living at the
death of the Key Employee, the Beneficiary shall be the deceased Key Employee's
spouse, if living, otherwise the Key Employee's estate.

          3. BOARD means the Board of Directors of the Company.

          4. COMPENSATION means the remuneration payable to the Key Employee as
basic salary or wages (inclusive of pay for sick days, holidays, and vacation),
plus overtime pay, bonus payments, and commissions.

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          5. DEFERRED COMPENSATION ACCOUNT means the individual account
maintained for the Key Employee by the Company, reflecting all amounts deferred
on behalf of the Key Employee, plus other additions or reductions pursuant to
ARTICLE V.

          6. EFFECTIVE DATE means the effective date specified above.

          7. KEY EMPLOYEE means an employee of an Participating Employer who has
been designated by the Board as being a Key Employee.

          8. PARTICIPATING EMPLOYER means an Employer that has adopted this Plan
for the benefit of its Key Employees.

          9. PLAN means this deferred compensation plan, as from time to time
amended.

          10. PLAN YEAR means the calendar year, provided, however, that the
initial Plan Year will be the period commencing on the Effective Date and ending
on December 31, 2004.

                                   ARTICLE III
                                   ELIGIBILITY

          The Board of Directors of each Participating Employer shall designate
those Key Employees of the Participating Employer who are eligible to
participate in the Plan and the date as of which such Key Employees will become
eligible to participate (the "eligibility date").

          Upon becoming initially eligible to participate in the Plan, the Key
Employee may make a Deferral Election as described in ARTICLE IV below and a
Distribution Election as described in ARTICLE VII below within thirty (30) days
after his eligibility date.

                                   ARTICLE IV
                              DEFERRED COMPENSATION

          An eligible Key Employee may elect to defer any or all of his
Compensation, excluding such amounts as are required to satisfy required
withholdings for taxes and other items, and have such amounts allocated to his
Deferred Compensation Account. Such election will only apply to Compensation to
be deferred in the calendar year immediately following the calendar year in
which the election is made; provided, however, that (a) an eligible Key Employee
may make an initial election to defer compensation for services to be performed
in such Plan Year subsequent to the election, provided that the election is made
within thirty (30) days after the Effective Date, and (b) a Key Employee who
first becomes eligible in any Plan Year may elect to defer compensation for
services to be performed subsequent to the election within thirty (30) days
after the Key Employee's eligibility date.


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          The Key Employee must deliver his deferral election to the Company
prior to January 1st of the calendar year to which the election relates, except
as provided above with respect to initial elections under the Plan or newly
eligible Key Employees. The election will remain in effect until amended or
terminated, but any such amendment or termination will only be effective on the
next following January 1st.

          The Deferred Compensation of each Key Employee shall be segregated
from other accounts on the books and records of the Company as a contingent
liability of the Company to the Key Employee; provided, however, that the
Company may elect to establish a grantor trust to hold assets equal to all or
some portion of the amounts credited to the Key Employee's Deferred Compensation
Account, but any such trust shall be subject to the provisions of this Plan.

                                    ARTICLE V
                                 ACCOUNT GROWTH

          The account growth attributable to the Key Employee's Deferred
Compensation Account shall be equal to the weighted average tax equivalent book
yield (tax adjusted gross earnings divided by the average quarterly ending book
value) on the consolidated portfolio of ProAssurance Corporation and its
subsidiaries. Account growth shall be allocated to the Account as of the last
day of each calendar quarter.

                                   ARTICLE VI
                                     VESTING

          If the Key Employee separates from service or dies, the Key Employee's
benefit shall equal his Vested Severance Benefit, and such benefit will be paid
in accordance with Article VII hereof. The Vested Severance Benefit of a Key
Employee shall be an amount equal to the amount standing to his credit in his
Deferred Compensation Account.

                                   ARTICLE VII
                               PAYMENT OF BENEFITS

          In the event that the Key Employee separates from service prior to
attaining his normal retirement date (as defined below) or his death, the entire
amount standing to his credit in his Deferred Compensation Account will be
distributed to him in a lump-sum within ninety (90) days following his date of
termination of employment; but in no event earlier than the first day of the
calendar year following the year in which he separated from service, provided,
however, that, in addition to the foregoing requirements, if the Key Employee is
a "key employee" within the meaning of Section 416(i) of the Code, but without
regard to Section 416(i)(5) thereof, such


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lump-sum distribution must be made at least six (6) months after the Key
Employee's date of separation from service.

          In the event of a separation from service on or after the normal
retirement death or in the event of the Key Employee's death, the Key Employee
may make a Distribution Election with respect to the distribution of any amounts
deferred hereunder. Such Distribution Election must be completed at or before
the time specified for completion of the Key Employee's initial Deferral
Election and shall apply to amounts deferred pursuant to the initial Deferral
Election and all future Deferral Elections. The Key Employee may make a separate
Distribution Election with respect to amounts to be paid to him at his normal
retirement date and a separate Distribution Election with respect to amounts
payable upon his death. Such Distribution Election shall specify the benefit
commencement date and the form of payment. The benefit commencement date can be
no earlier than the first day of the calendar year following the calendar year
in which the Key Employee separates from service or dies. Optional forms of
payment under this Plan include a lump-sum payment or annual installments over a
period not exceeding ten (10) years. In addition to the foregoing requirements,
if the Key Employee is a "key employee" within the meaning of Section 416(i) of
the Code, but without regard to Section 416(i)(5) thereof, the benefit
commencement date must be at least six (6) months after the Key Employee's date
of retirement or death.

          The Key Employee may amend his Distribution Election to defer payments
and/or to change the form of payment, with respect to amounts to be paid to him
upon attainment of the normal retirement date or with respect to amounts payable
upon his death, at any time, provided such amendment will not take effect for at
least twelve (12) months after it is made. In the case of the amendment of a
Distribution Election relating to distributions at the normal retirement date,
such amendment must result in the deferral of the first payment for a period of
at least five (5) years from the date that the first payment would have
otherwise been made, and such amendment must be made at least twelve (12) months
prior to the date the first payment would have otherwise been made. A
Distribution Election specifying annual installment distributions may not be
amended so as to result in installments being paid over a shorter period of time
than originally elected.

          If the Key Employee dies after the commencement of installment
distributions to him but prior to having received all amounts due to him under
the Plan, such installments will continue to be paid to the Key Employee's
Beneficiary in the same manner as if the Key Employee had not died. If permitted
by applicable law or regulations, the Key Employee may elect that, in the event
that the Key Employee dies after benefit commencement, any remaining amounts due
him under the Plan will be paid to his Beneficiary in a lump sum.

          If the Key Employee fails to make a Distribution Election with respect
to any amounts deferred hereunder, such amounts will be distributed to the Key
Employee or to his Beneficiary in one (1) lump-sum payment on a date which is
within the ninety (90) day period following the date which is six (6) months
after the Key Employee's separation from service, normal retirement date, or
death.


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          Notwithstanding the provisions hereof, if the total amount allocated
to a Key Employee's Deferred Compensation Account is less than $5,000 on his
normal retirement date or death, such amount will be paid to the Key Employee in
one (1) lump-sum payment on a date which is within the ninety (90) day period
following the date which is six (6) months after the Key Employee's separation
from service or death. In the event that the $5,000 amount described in Section
411(a)(11)(A) of the Code is adjusted in the future to an amount greater than
$5,000, the same adjustment(s) will be made to the amount specified herein.

          For purposes hereof, a Key Employee's normal retirement date is the
date on which the Key Employee actually retires from the employ of an
Participating Employer following his attainment of age fifty-five (55) and
completion of at least five (5) years of Vesting Service (as such term is
defined in the ProAssurance Group Savings and Retirement Plan).

                                  ARTICLE VIII
                  NATURE OF KEY EMPLOYEE'S INTEREST IN THE PLAN

The Key Employee will be regarded as a general creditor of the Company with
respect to any rights derived by the Key Employee from the existence of this
Plan or the existence or amount of the Deferred Compensation Account. The Key
Employees who are eligible to participate in the Plan have the status of general
unsecured creditors of the Company. The Plan constitutes a mere promise by the
Company to pay benefits in the future.

Title to and beneficial ownership of any assets, whether cash, investments, life
insurance policies, or other assets which the Company may earmark or place in
trust to pay the contingent benefits hereunder, shall at all times remain in the
Company. The Key Employee and Beneficiary shall not have any property interest
whatsoever in any specific assets of the Company.

A Key Employee's rights to benefit payments under the Plan are not subject in
any manner to anticipation, alienation, sale, transfer, assignment, pledge,
encumbrance, attachment, or garnishment by creditors of the Key Employee or of
the Beneficiary.

                                   ARTICLE IX
                           NO GUARANTEE OF EMPLOYMENT

          Nothing in this Plan shall be construed as guaranteeing future
employment to the Key Employee. The Key Employee continues to be an employee of
his Participating Employer solely at the will of the Participating Employer,
notwithstanding this Plan.


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                                    ARTICLE X
                               DISPUTE RESOLUTION

          Any controversy relating to a claim arising out of or relating to this
Plan, including, but not limited to claims for benefits due under this Plan,
claims based on state law, and assigned claims relating to this Plan shall be
settled by arbitration in accordance with the current Employee Benefit Claims
Arbitration Rules of the American Arbitration Association (AAA) or any successor
rules which are hereby incorporated into the Plan by this reference.

                                   ARTICLE XI
                            AMENDMENT AND TERMINATION

          The Company reserves the right to amend, modify, or terminate the Plan
or to merge or combine the Plan with any other plan maintained by the Company at
any time by resolution of the Board; provided, however, that no such amendment,
modification, termination, or merger will deprive any Key Employee or
Beneficiary of any portion of the amounts standing to his credit in the Key
Employee's Deferred Compensation Account on the effective date of such
amendment, modification or termination.

                                         PROASSURANCE GROUP SERVICES CORPORATION


                                         By:
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                                         Its:
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