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                                                                 EXHIBIT 10.3(a)

                            PROASSURANCE CORPORATION

                              STOCK OWNERSHIP PLAN

                                 JANUARY 1, 2002
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                                TABLE OF CONTENTS

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                                                                                      PAGE
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<S>      <C>                                                                          <C>
1.       DEFINITIONS................................................................    1
2.       ADMINISTRATION.............................................................    5
3.       ELIGIBILITY................................................................    5
4.       METHOD OF PARTICIPATION....................................................    6
5.       ACCOUNTING.................................................................    8
6.       LOANS FROM CORPORATION.....................................................    9
7.       PARTICIPANT'S RIGHTS AS SHAREHOLDER.......................................    12
8.       RIGHTS NOT TRANSFERABLE...................................................    12
9.       WITHDRAWAL OF SHARES......................................................    13
10.      PARTICIPANT'S RIGHT TO PUT SHARES.........................................    14
11.      TERMINATION OR AMENDMENT OF PLAN..........................................    15
12.      SPECIAL TRANSITION RULES..................................................    15
</TABLE>

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                            PROASSURANCE CORPORATION
                              STOCK OWNERSHIP PLAN

         Effective December 1, 1992, the Board of Directors of Mutual Assurance,
Inc. adopted the Mutual Assurance, Inc. Open Market Stock Purchase Plan (the
"Plan") to provide incentives to a broad base of employees of Mutual Assurance,
Inc. and its subsidiaries in connection with the purchase of the common stock of
Mutual Assurance, Inc. Following a corporate reorganization, MAIC Holdings, Inc.
assumed the sponsorship of the Plan. Effective August 31, 1995, the name of the
Plan was changed to the MAIC Holdings, Inc. Open Market Stock Purchase Plan,
and, effective on and after August 31, 1995, shares of the common stock of MAIC
Holdings, Inc. were purchased pursuant to the provisions of the Plan. Effective
June 21, 1996, the name of the Plan was changed to the MAIC Holdings, Inc.
Thrift Plan. Thereafter, the corporate name of MAIC Holdings, Inc. was changed
to Medical Assurance, Inc. Effective June 27, 2001, as a result of a corporate
reorganization, shares of the common stock of ProAssurance Corporation (the
"Corporation") were substituted for shares of Medical Assurance, Inc. under the
Plan. Effective January 1, 2002, the Corporation is assuming the sponsorship of
the Plan, the Plan is being restated and amended to make certain changes and
improvements therein, and the name of the Plan is being changed to the
ProAssurance Corporation Stock Ownership Plan.

         1.       DEFINITIONS. For purposes of this Plan, the following terms
shall have the meanings hereinafter described:

                  (a) The term "Account" shall mean the bookkeeping subaccounts
         established for each Participant in accordance with paragraph 5 below.


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                  (b) The term "Agent" shall mean the independent agent
         appointed by the Plan Administrator to assist it in the administration
         of the Plan as herein provided. Any reference to the Plan Administrator
         shall be deemed to include the Agent to the extent that the Plan
         Administrator has engaged the Agent to perform its obligations
         hereunder.

                  (c) The term "Change of Control" shall occur, with respect to
         the Corporation or a Participating Employer, when any "Person," as
         defined in Section 3(a)(9) of the Securities Exchange Act of 1934 (the
         "1934 Act"), other than a person in control of the Corporation or a
         Participating Employer on the Effective Date, either (i) becomes the
         "Beneficial Owner," as defined by Rule 13d-3 of the regulations
         promulgated by the SEC under the 1934 Act, directly or indirectly, of
         more than 50.1% of the then outstanding voting securities of the
         Corporation or of a Participating Employer; or (ii) purchases or
         acquires substantially all of the assets of the Corporation or a
         Participating Employer with the result that the Corporation or the
         Participating Employer ceases to function as part of an insurance
         holding company system that offers medical professional liability
         insurance; or (iii) is a party to a merger, consolidation or
         reorganization with the Corporation or a Participating Employer that
         results in the shareholders as of the Effective Date of the Corporation
         or a Participating Employer being the Beneficial Owners of less than
         50.1% of the combined voting power of the surviving entity.

                  (d) The term "Common Stock" shall mean the common stock of the
         Corporation, having a par value of $.01 each.

                  (e) The term "Corporation" shall mean ProAssurance
         Corporation, a corporation organized and existing under the laws of the
         State of Delaware.


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                  (f) The term "Director" shall mean an individual who is not an
         Employee and who is serving on the Board of Directors of the
         Corporation or a Participating Employer.

                  (g) The term "Effective Date" shall mean the effective date of
         this amended and restated plan which is January 1, 2002.

                  (h) The term "Employee" shall mean each common-law employee of
         a Participating Employer who is scheduled to work at least twenty (20)
         hours per week. An individual who is absent from work due to a leave of
         absence which has been approved by his Participating Employer and who,
         prior to the commencement of such leave of absence, was regularly
         scheduled to work at least twenty (20) hours per week, will be
         considered to be an Employee during such leave of absence, provided
         that such individual returns to active employment immediately following
         the expiration of the leave of absence.

                  (i) The term "Loan" shall mean a loan made by the Corporation
         to a Participant in accordance with the terms of the Plan.

                  (j) The term "Loan Proceeds" shall mean the proceeds of any
         Loan made by the Corporation to a Participant.

                  (k) The term "Loan Shares" shall mean the shares of Common
         Stock purchased for the Account of a Participant with the Loan Proceeds
         attributable to a Loan made to such Participant. Prior to the Effective
         Date, Loan Shares were called "Thirty-Five Percent Shares."

                  (l) The term "Participant" shall mean an Employee who is
         eligible to participate in the Plan and for whom an Account has been
         established.


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                  (m) The term "Participant Shares" shall mean collectively the
         shares of Common Stock deposited by a Participant as Share Deposits and
         the shares of Common Stock purchased for the Account of a Participant
         with his Cash Deposits. Prior to the Effective Date, Participant Shares
         were called "Sixty-Five Percent Shares."

                  (n) The term "Participating Employer" shall mean the
         Corporation and each wholly-owned (direct or indirect) subsidiary of
         the Corporation which may elect to participate in the Plan for the
         benefit of its eligible Employees.

                  (o) The term "Participation Date" shall mean each March 1st,
         June 1st, September 1st, and December 1st occurring after the Effective
         Date and during the continuance of the Plan; provided, however, that if
         such date is not a business day, the Participation Date will be the
         next business day following such March 1st, June 1st, September 1st, or
         December 1st.

                  (p) The term "Participation Period" shall mean each three (3)
         month period commencing on a Participation Date, except that the first
         Participation Date after the Effective Date will begin on January 1,
         2002 and end on February 28, 2002.

                  (q) The term "Plan" shall mean this ProAssurance Corporation
         Stock Ownership Plan, as the same may from time to time be amended.

                  (r) The term "Plan Administrator" shall mean the Corporation,
         unless the Corporation shall elect to appoint another entity or person
         as the Plan Administrator.

                  (s) The term "Plan Year" shall mean the calendar year.

                  (t) The term "Retirement" shall mean a Participant's
         termination of employment at or following his attainment of the age of
         fifty-five (55) or prior thereto with the consent and approval of his
         Participating Employer.


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                  (u) The term "Share Deposit" shall mean the shares of Common
         Stock deposited by a Participant with the Plan Administrator as
         collateral for a Loan in accordance with the terms of the Plan.

                  (v) The term "Value" shall mean, with respect to the valuation
         of each share included in a Share Deposit on the March 1st
         Participation Date, the average closing price of a share of Common
         Stock as reported by the New York Stock Exchange on each business day
         during the calendar month of December.

         2.       ADMINISTRATION. The Plan Administrator will be responsible for
the administration of the Plan including, without limitation, the determination
of the eligibility of Employees to participate in the Plan, the collection of
Cash Deposits and Share Deposits from Participants, the making of Loans, the
purchase of Shares of Common Stock, and the allocation of such shares of Common
Stock to the Accounts of Participants, and the maintenance of Account and Loan
records. The Plan Administrator shall also have the right to interpret the Plan
and its determinations shall be conclusive and binding on all parties. To assist
it in the administration of the Plan, the Corporation may appoint an Agent to
perform any or all of the functions of the Plan Administrator.

         3.       ELIGIBILITY. An Employee or Director will become eligible to
participate in the Plan in accordance with the following:

                  (a) Any Employee who has completed at least six (6) months of
         employment with one or more Participating Employers and any Director
         who has served as a member of the Board of Directors of one or more
         Participating Employers for at least six (6) months during the calendar
         year ending December 31, 2001, is eligible to participate in the Plan
         on the Effective Date.


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                  (b) After the Effective Date, any Employee who completes at
         least six (6) months of employment with one or more Participating
         Employers and any Director who serves on the Board of Directors of one
         or more Participating Employers for at least six (6) months, will be
         eligible to participate in the Plan commencing with the first day of
         any Participation Period thereafter, provided that he is in the active
         service of the Participating Employer or on an approved leave of
         absence on such date.

                  (c) No Employee or Director can participate in the Plan if
         such Employee or Director, at any time immediately after the stock is
         purchased under the Plan, owns stock possessing five percent (5%) or
         more of the total combined voting power or value of all classes of
         stock of the Corporation. For purposes of determining the stock
         ownership percentage of an Employee and Director: (i) the Employee or
         the Director shall be considered as owning the stock owned, directly or
         indirectly, by or for his brothers and sisters (whether by the whole or
         half blood), spouse, ancestors, and lineal descendants; and (ii) stock
         owned, directly or indirectly, by or for a corporation, partnership,
         estate, or trust, shall be considered as being owned proportionately by
         or for its shareholders, partners, and beneficiaries.

                  (d) If a Participant elects to stop making Payroll Deposits
         during a Participation Period, such Participant must wait until the
         next Plan Year to reenroll in the Plan.

         4.       METHOD OF PARTICIPATION.

                  (a) An Employee or Director who is eligible to participate in
         the Plan may become a Participant during any Participation Period by
         executing and filing with the Plan


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Administrator a written enrollment form (in such form as may be prescribed by
the Plan Administrator from time to time) for any one of the following
elections:


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                           (i) A Participant may elect to make Cash Deposits
                  during such Participation Period through payroll deductions by
                  completing, executing and filing an enrollment form with the
                  Plan Administrator at least thirty (30) days prior to the
                  commencement of such Participation Period indicating thereon
                  the total dollar amount that such Participant desires to be
                  deducted from his compensation during such Participation
                  Period. The Cash Deposits through payroll deductions are
                  subject to a minimum rate of $5.00 for each regularly
                  scheduled compensation payment during the Participation
                  Period. A Participant may elect to terminate his election to
                  make Cash Deposits through payroll deductions at any time by
                  delivery of written notice to the Plan Administrator in which
                  event no further installments of the Cash Deposit will be paid
                  from his compensation during such Participation Period; or

                           (ii) With respect to the March 1st Participation Date
                  only, a Participant may elect to make a Cash Deposit or Share
                  Deposit in a lump sum in advance of the March 1st
                  Participation Date by completing, executing and filing an
                  enrollment form with the Plan Administrator during the month
                  of January preceding such date; provided that the minimum
                  amount of any lump sum Cash Deposit, and the minimum Value of
                  any lump sum Share Deposit, shall be $1000.

                           (iii) Loans will be funded by the Corporation within
                  thirty (30) days after each respective Participation Date.

                  (b) On or before the later of (1) the fifth (5th) business day
         following the funding of the Loan, or (2) the earliest date on which
         shares of Common Stock are reasonably available for purchase, the Plan
         Administrator will apply the cash then held for the Accounts of
         Participants toward the purchase of such number of shares of Common
         Stock as can then be purchased in ordinary brokerage transactions in
         the public market. The Plan Administrator will allocate the shares so
         purchased (including fractional shares) to each Participant's
         Participant Shares Subaccount and Loan Shares Subaccount, as provided
         in paragraph 5 below.

         5.       ACCOUNTING. An Account shall be established in the name of
each Participant. Such Account will further be divided into subaccounts as
follows:


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                  (a) Cash Subaccount. All Cash Deposits and investment earnings
         attributable to such Cash Deposits will be allocated to the Cash
         Subaccount. Pending purchases of Common Stock hereunder, the Cash
         Subaccount will be invested in short term obligations such as money
         market funds, savings accounts, and/or certificates of deposit.

                  (b) Participant Shares Subaccount. All Share Deposits and all
         shares of Common Stock purchased with monies from the Cash Subaccount
         will be allocated to the Participant Shares Subaccount.

                  (c) Loan Shares Subaccount. All Loan Proceeds and shares of
         Common Stock purchased with such Loan Proceeds will be allocated to the
         Loan Shares Subaccount.

         6.       LOANS FROM CORPORATION.

                  (a) The Corporation shall make a Loan to each Participant who
         participated in the Plan during the preceding Participation Period on
         the terms and conditions hereinafter set forth:

                           (1) The amount of the Loan will be based on the
                  amount of the Cash Deposits and Share Deposits made by the
                  Participant during the Plan Year as follows:

                               (A)     The Company will make a loan to the
                                       Participant equal to 100% of the
                                       first $2,000 of the sum of the Cash
                                       Deposits and the Value of Share
                                       Deposits made during any Plan Year;
                                       and

                               (B)     The Company  will make a loan to the
                                       Participant equal to 50% of the next
                                       $8,000 of the sum of the Cash Deposits
                                       and the Value of Share Deposits made
                                       during the Plan Year.

                           (2) The Loan shall be funded by the Corporation in
                  accordance with subparagraph 4(a)(iii) above.

                           (3) The Loan proceeds will be applied to the purchase
                  of shares of Common Stock in accordance with subparagraph 4
                  (b) above.


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                  (b) Each Loan will bear interest at the prime rate as
         published in the Wall Street Journal on the Participation Date (the
         "prevailing rate"). Principal and interest on the Loan will be due and
         payable on the first to occur of the following (the "Due Date"): (i)
         three (3) years from the date on which the Loan is made; or (ii) the
         date on which the Participant ceases to be an Employee for whatever
         cause. A Loan may be prepaid at any time without penalty.

                  (c) Each Loan will be secured by (i) the shares of Common
         Stock purchased with Cash Deposits made during the Participation Period
         preceding the Participation Date for the Loan; (ii) the shares of
         Common Stock deposited as Share Deposits in the Participation Period
         preceding the Participation Date for the Loan; and (iii) the shares of
         Common Stock purchased with the Loan Proceeds from the Loan. Such
         shares of Common Stock shall also secure all other Loans made by the
         Corporation to such Participant so long as they are held by the Plan
         Administrator. The Loan shall be nonrecourse in that no Participant
         shall have personal liability for any deficiency arising after the net
         proceeds from the sale of the shares of Common Stock securing the Loan
         have been applied to the repayment of the Loan. Subject to subparagraph
         (d) below, the Plan Administrator shall hold the shares of Common Stock
         securing a Loan until they are distributed to the Participant in
         accordance with paragraph 9 below.

                  (d) All principal and accumulated interest on a Loan will be
         repaid to the Corporation by the Participant no later than thirty (30)
         days after the Due Date. If the Participant fails to make such payment,
         then the Corporation may, if the Participant shall not have cured such
         default within thirty (30) days after written notice of such default,
         declare


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<PAGE>

         all outstanding Loans made to the Participant immediately due and
         payable and cause all of the shares of Common Stock securing such Loans
         to be sold "at the market." The proceeds from the sale of such shares
         shall be first applied to the brokerage commissions and other expenses
         incurred in connection with the sale of the shares, next to the payment
         of the accumulated interest on the Loans, and finally to the payment of
         the principal of the Loans. Any balance remaining shall then be paid to
         the Participant.

                  (c) If the Loan has not been paid or previously become due and
         payable, all principal and accumulated interest on the Loan will be
         forgiven by the Corporation on the earlier of the following dates:

                           (i) On the Due Date of the Loan as provided in
                  subparagraph (b) above, provided that the Participant on such
                  date is an Employee of a Participating Employer and has been
                  an Employee of a Participating Employer continuously since the
                  date that the Loan was made and for a period of three (3)
                  years.

                           (ii) On the date that a Participant ceases to be an
                  Employee of a Participating Employer on or before the date
                  specified in subparagraph (i) above by reason of (a) a
                  determination by the Corporation that the Participant is
                  disabled by illness or injury from performing his duties as an
                  Employee; (b) the death of a Participant; or (c) the
                  Retirement of a Participant.

                           (iii) On the date of a Change of Control of a
                  Participant's employer (other than the Corporation), provided,
                  however, that if the Participant becomes an Employee of
                  another Participating Employer within thirty (30) days after
                  such Change of Control, such Loan will not be forgiven as a
                  result of the Change of Control.

                           (iv) On the date of a Change of Control of the
                  Corporation.

                  (f) The written election form executed by each Participant (in
         such form as may be prescribed by the Plan Administrator from time to
         time) shall evidence the terms of Loans


                                       11
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         hereunder and provide for the pledge of the shares of Common Stock as
         security for the Loans to be made to the Participant.

         7.       PARTICIPANT'S RIGHTS AS SHAREHOLDER. The Participant will be
the beneficial owner of the Participant Shares and the Loan Shares held by the
Plan Administrator for the Account of a Participant. The Participant will have
the right to vote such shares at any meeting of the shareholders of the
Corporation and will receive all communications addressed by the Corporation to
its shareholders. All dividends (other than stock dividends) paid with respect
to such shares shall, at the option of the Corporation, either be paid to the
Participant or credited to the Cash Subaccount of a Participant. Stock dividends
or stock splits paid with respect to Participant Shares shall be credited to the
Participant Shares Subaccount and stock dividends or stock splits paid with
respect to Loan Shares shall be credited to the Loan Shares Subaccount. If the
Corporation shall offer any subscription rights to its shareholders, the Plan
Administrator shall to the extent it is able provide to each Participant who
then has shares of Common Stock allocated to his Account the right to exercise,
sell, or assign, in accordance with the terms thereof, all subscription rights
issued with respect to the shares in his Account and to receive any shares
subscribed for, free from pledge.

         8.       RIGHTS NOT TRANSFERABLE. No Participant shall be permitted to
sell, assign, transfer, pledge, or otherwise dispose of or encumber either his
right to participate in the Plan or his interest in any shares of Common Stock
being held by the Plan Administrator for the Account of a Participant. Except as
otherwise provided by law, the right and interest of a Participant under the
Plan shall not be liable for or subject to the debts, contracts or liabilities
of such Participant. If any such action is taken by the Participant, or any
claim is asserted by any other party in respect of such right and interest, such
action or claim will be treated as a default under any outstanding Loans made


                                       12
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to such Participant, and the Corporation, except as it may be otherwise required
by law, may sell any pledged shares as provided for in paragraph 6(d) hereof.

         9.       WITHDRAWAL OF SHARES.

                  (a) Except as provided in subparagraphs (b) and (c) below, a
         Participant may not withdraw any shares of Common Stock held by or for
         the Plan Administrator and allocated to the Participant's Account under
         the Plan.

                  (b) Upon payment in full of all principal and accumulated
         interest due on all outstanding Loans, the Participant may withdraw all
         of the shares of Common Stock held by the Plan Administrator and
         allocated to the Account of such Participant.

                  (c) Upon the repayment of a Loan, the Plan Administrator will
         cause to be distributed to the Participant from the shares of Common
         Stock held by the Plan Administrator and allocated to the Account of
         said Participant the shares of Common Stock pledged as collateral for
         such Loan in accordance with (i), (ii) and (iii) of subparagraph 6(c)
         above.

                  (d) In the case of any distribution of shares of Common Stock
         held in the Loan Shares Subaccount of a Participant, the Plan
         Administrator, if required by applicable law, shall withhold a portion
         of such shares so distributed for the purpose of generating funds to
         pay federal and state withholding taxes; provided that the Plan
         Administrator may at its election and at the request of a Participant
         make other arrangements for the payment of withholding taxes.


                                       13
<PAGE>

         10.      PARTICIPANT'S RIGHT TO PUT SHARES.

         For shares purchased prior to January 1, 2002:

                  (a) Upon a Participant's termination of employment for reasons
         other than his Retirement, the Participant shall have the right and
         option to sell to the Corporation all of the Loan Shares and/or
         Participant Shares then held by the Plan Administrator as security for
         the outstanding Loans made to the Participant on the following terms:

                           (i) The Participant may sell to the Corporation the
                  Loan Shares at a purchase price equal to the principal and
                  accrued interest due on the Loans secured by such Loan Shares;
                  and

                           (ii) The Participant may sell to the Corporation the
                  Participant Shares at a purchase price equal to 90% of the
                  acquisition cost for such Participant Shares. The acquisition
                  cost of Share Deposits will be the Value of such shares as
                  determined in connection with the Loan secured by such shares;
                  provided, however, that the "put" right with respect to
                  Participant Shares shall not apply to Participant Shares
                  acquired after the Effective Date, but only to shares acquired
                  prior to the Effective Date.

         For shares purchased after January 1, 2002:

                  (a) Upon a Participant's termination of employment for reasons
         other than his Retirement, the Participant shall have the right and
         option to sell to the Corporation all of the Loan Shares then held by
         the Plan Administrator as security for the outstanding Loans made to
         the Participant on the following terms:

                           (i) The Participant may sell to the Corporation the
                  Loan Shares at a purchase price equal to the principal and
                  accrued interest due on the Loans secured by such Loan Shares;
                  and

                  (b) The Participant shall exercise his put option by giving
         the Corporation written notice within sixty (60) days following the
         date of his termination of employment.


                                       14
<PAGE>

                  (c) Upon exercise of the put option, the Corporation shall
         purchase all of the Loan Shares and/or Participant Shares allocated to
         the Participant's Account at the purchase price described in
         subparagraph (a) hereof. The proceeds of sale shall first be applied to
         the satisfaction of all principal and accumulated interest due on any
         outstanding Loan to the Participant. Any balance remaining shall then
         be paid to the Participant.

         11.      TERMINATION OR AMENDMENT OF PLAN. The Corporation reserves the
right to amend, modify, suspend, or terminate the Plan at any time without
notice, provided that no such amendment, modification, suspension, or
termination shall adversely affect, without the Participant's written consent,
any shares of Common Stock previously issued to the Participant.

         12.      SPECIAL TRANSITION RULES. The Plan has been restated and
amended in its entirely as of the Effective Date. Under the Plan as it existed
prior to the Effective Date, a Participation Period commenced September 1, 2001
and was due to end on February 28, 2002. As a result of this amendment of the
Plan, this Participation Period will now end on December 31, 2001. This latter
date will be a Participation Date, and shares of Common Stock will be purchased
on this date on the terms and conditions described in the Plan as it existed
prior to the Effective Date. However, any Participant in the Plan who has
elected to participate for the Participation Period beginning September 1, 2001,
may elect to withdraw any Cash Deposit (plus interest thereon) prior to December
31, 2001, by delivering a notice to the Plan Administrator to that effect prior
to December 21, 2001. A Participant who elects such a withdrawal may elect to
reparticipate in the Plan effective as of the Effective Date.