Notice of the Annual Meeting of Shareholders
                             To be held May 23, 2003

To the Shareholders of
     OLD REPUBLIC INTERNATIONAL CORPORATION

     NOTICE IS HEREBY GIVEN that the Annual Meeting of the  Shareholders  of OLD
REPUBLIC  INTERNATIONAL  CORPORATION will be held in Room 2300 at the offices of
the Company, 307 North Michigan Avenue, Chicago,  Illinois 60601, on Friday, May
23,  2003 at 3:00  P.M.  Central  Daylight  Savings  Time,  for the  purpose  of
considering and acting upon the following matters:


1.   The election of four Class 1 directors;

2.   To transact such other business as may properly come before the meeting.


     Shareholders  of record at the close of  business on March 21, 2003 will be
entitled to vote,  either in person or by proxy.  Shareholders who do not expect
to attend in person are urged to execute  and return the  accompanying  proxy in
the envelope enclosed.

     The annual  report of the Company for the year 2002 is being  mailed to all
shareholders of record with this Notice and the Proxy Statement.


     By order of the Board of Directors.


                                                        /s/ Spencer LeRoy III
                                                        SPENCER LEROY III
                                                        Secretary

Chicago, Illinois
April 1, 2003



                                 Proxy Statement
                     OLD REPUBLIC INTERNATIONAL CORPORATION
                         ANNUAL MEETING OF SHAREHOLDERS
                                  May 23, 2003


                               GENERAL INFORMATION

     This proxy statement is being furnished to the shareholders of Old Republic
International  Corporation,  a Delaware  corporation (the "Company"),  307 North
Michigan Avenue, Chicago, Illinois 60601, in connection with the solicitation of
proxies by its Board of Directors for use at the annual meeting of  shareholders
to be held on May 23, 2003 and any adjournments thereof. The approximate date on
which this proxy  statement and the  accompanying  proxy are first being sent to
the shareholders is April 1, 2003.

     The  proxy  is  revocable  at  any  time  before  it is  voted  by  written
notification  to the persons  named  therein as proxies,  which may be mailed or
delivered  to the  Company  at the above  address.  All  shares  represented  by
effective proxies will be voted at the meeting and at any adjournments thereof.

     If the enclosed proxy is properly  executed and returned in time for voting
with a choice specified thereon, the shares represented thereby will be voted as
indicated  thereon.  If no specification is made, the proxy will be voted by the
proxy  committee  for the election as directors of the nominees  named below (or
substitutes  therefor if any nominees are unable or refuse to serve); and in its
discretion  upon  such  matters  not  presently  known or  determined  which may
properly come before the meeting.

     The Company has two classes of stock  outstanding,  Preferred Stock, 1 cent
par value per share ("Preferred  Stock"),  and Common Stock, $1.00 par value per
share ("Common Stock"). The voting Preferred Stock is composed of Series G-2 and
G-3 Convertible  Preferred Stock ("Series G Preferred  Stock").  On February 28,
2003, 5,800 shares of Series G Preferred Stock and 120,618,769  shares of Common
Stock were  outstanding and entitled to one vote each on all matters  considered
at the meeting.  Shareholders of record as of the close of business on March 21,
2003  are  entitled  to  notice  of and to vote  at the  meeting.  There  are no
cumulative voting rights with respect to the election of directors.

                         PRINCIPAL HOLDERS OF SECURITIES

     The following tabulation shows with respect to (i) each person who is known
to be the beneficial owner of more than 5% of any series of the voting Preferred
Stock or the Common  Stock of the  Company;  (ii) each  director  and  executive
officer of the Company;  and (iii) all directors and  executive  officers,  as a
group:  (a) the  total  number  of shares  of  Preferred  Stock or Common  Stock
beneficially  owned as of February  28, 2003 and (b) the percent of the class of
stock so owned as of the same date:

                                       1


                                                                                       Amount and
                                                                                        Nature of            Percent
                                                          Name of                      Beneficial               of
             Title of Class                          Beneficial Owner                   Ownership            Class(*)
   -----------------------------------    ----------------------------------------   ---------------        ----------
                                                                                                   
   Common Stock
   Shareholders' beneficial ownership     Old Republic International Corporation       6,456,913 (1)            5.4
   of more than 5% of the Common Stock    Employees Savings and Stock
   (excluding directors)                  Ownership Plan
                                          Messrs. Legg, Sursa and Zucaro as
                                          members of The Administration Committee
                                          307 North Michigan Avenue
                                          Chicago, Illinois 60601



                                                                                      Other Shares                    Percent
                           Name of         Shares Subject to     Shares Held by       Beneficially                      of
 Common Stock          Beneficial Owner     Stock Options(*)   Employee Plans (*)       Owned (*)        Total       Class (*)
 -----------------   -------------------   -----------------  -------------------   -----------------  ----------    ---------
                                                                                                   
 Directors' and      John S. Adams                  16,775          4,516  (2)             975             22,266        **
 executive           Harrington Bischof                 -              -                10,795 (3)         10,795        **
 officers'           Charles S. Boone               28,650          9,183  (2)           4,800 (4)         40,633        **
 beneficial          Anthony F. Colao               36,625             -               104,485            141,110       0.1
 ownership           Jimmy A. Dew                  253,000         71,795  (2)         293,755 (5)        618,550       0.5
                     John M. Dixon                      -              -                   -                  -          **
                     James Kellogg                   7,380         15,496  (2)         218,300            241,176       0.2
                     Kurt W. Kreyling                   -              -               359,351 (6)        359,351       0.3
                     Peter Lardner                   8,250          4,057  (2)         150,595 (7)        162,902       0.1
                     Wilbur S. Legg                     -              -                47,116 (8)(9)      47,116        **
                     Spencer LeRoy III              91,000          5,048  (2)          30,786 (10)       126,834       0.1
                     John W. Popp                       -              -                10,000             10,000        **
                     William A. Simpson            254,750         33,996  (2)         171,761 (11)       460,507       0.4
                     Arnold L. Steiner                  -              -               944,970 (12)       944,970       0.8
                     David Sursa                        -              -               486,853 (9)(13)    486,853       0.4
                     Fredricka Taubitz                  -              -                    -                  -         **
                     William G. White, Jr.              -              -                46,512             46,512        **
                     A. C. Zucaro                  158,000        121,906  (2)         407,543 (9)        687,449       0.5

                     All executive officers and
                     directors, as a group (18)    852,430        265,997            3,288,597          4,407,024       3.6
 ============================================================================================================================


*    Calculated  pursuant to Rule  13d-3(d) of the  Securities  Exchange  Act of
     1934.  Unless otherwise stated below,  each such person has sole voting and
     investment  power with  respect to all such  shares.  Under Rule  13d-3(d),
     shares not outstanding  which are subject to options,  warrants,  rights or
     conversion privileges exercisable within 60 days are deemed outstanding for
     the purpose of calculating the number and percentage  owned by such person,
     but  are  not  deemed  outstanding  for  the  purpose  of  calculating  the
     percentage  owned by each  other  person  listed.  Common  shares  used for
     calculation  purposes  include  the  equivalent  common  shares that may be
     issued  upon  conversion  by  the  beneficial   owner  of  Preferred  Stock
     convertible within 60 days.

**   Less than one-tenth of one percent.

(1)  Under the terms of the Old  Republic  International  Corporation  Employees
     Savings and Stock  Ownership Plan  ("ESSOP"),  a participant is entitled to
     vote the  Company  stock  held by the  ESSOP,  the  value of which has been
     allocated  to  the  participant's  account.  The  Administration  Committee
     appointed  pursuant to the ESSOP is  authorized  to vote the Company  stock
     held by the  ESSOP  until  such  time as the  value of such  stock has been
     allocated  to a  participant's  account  or  where a  participant  fails to
     exercise his or her voting rights.  The value of a portion of the shares of
     the Common Stock has been allocated to the accounts of ESSOP  participants.
     Additionally, the Administration Committee may be deemed to have investment
     power with respect to stock held by the ESSOP. The Administration Committee
     is  composed  of Messrs.  Legg,  Sursa and  Zucaro,  all  directors  of the
     Company. Under the rules of the Securities and Exchange Commission, each of
     them may be  deemed  to be the  beneficial  owner of such  shares of Common
     Stock by virtue of such shared voting and investment power.

(2)  Includes only the shares that have been allocated to the employer  matching
     and employee  savings  accounts of the  director or executive  officer as a
     participant  in the ESSOP.  Excludes those shares for which the director or
     executive  officer may be deemed to have  investment  and voting power as a
     result  of being a member of the  Administration  Committee  of the  ESSOP.
     Includes  shares of the  Company's  stock held in the  Bituminous  Casualty
     Corporation  401K Plan for Mr.  Lardner and shares of the  Company's  stock
     held by the RMIC Profit Sharing Plan for Messrs. Dew and Simpson.

(3)  Includes 4,500 shares held in trust for Mr. Bischof's benefit.

(4)  Includes shares held in trust for which Mr. Boone has dispositive power.

                                       2


(5)  Includes 110,022 shares owned by Mr. Dew's wife.

(6)  Includes  357,142  shares owned by or in trust for Mr.  Kreyling's  wife of
     which Mr. Kreyling disclaims beneficial ownership.

(7)  Includes  95,915 shares held in a living trust of which Mr.  Lardner's wife
     is the trustee and for which Mr. Lardner disclaims beneficial ownership.

(8)  Includes  42,968  shares  held in trust for Mr.  Legg's  benefit  and 4,128
     shares held in trust for Mrs.  Legg's  benefit of which Mr. Legg  disclaims
     beneficial ownership.

(9)  Messrs. Legg, Sursa and Zucaro are members of the Administration  Committee
     of the Old Republic  International  Corporation Salaried Employees Restated
     Retirement  Plan  ("Retirement  Plan").  As such, they are entitled to vote
     153,985  shares of Common  Stock owned by the  Retirement  Plan.  Under the
     rules of the Securities and Exchange Commission, each of them may be deemed
     to be the  beneficial  owner of this Common  Stock by virtue of such shared
     voting power.  However, the foregoing  presentation should not be construed
     as an admission of beneficial ownership.  The members of the Administration
     Committee  disclaim  beneficial  ownership  of the Common Stock held by the
     Retirement Plan and these shares are not reflected in this table, as shares
     beneficially owned by each of them.

(10) Includes 8,863 shares held in trust for Mr. LeRoy's benefit.

(11) Includes 71,813 shares owned by Mr. Simpson's wife.

(12) Includes 144,127 shares owned by Mr. Steiner directly,  11,921 shares owned
     by Mr. Steiner's wife directly,  24,231 shares held in a trust of which Mr.
     Steiner is trustee  for his  mother,  281,750  shares held in trust for Mr.
     Steiner's children,  434,300 shares held by a limited liability corporation
     of which Mr.  Steiner  is both an equity  owner  and a manager  and  48,640
     shares held by a foundation of which Mr. Steiner is a trustee.

(13) Includes  289,977  shares owned by E.F.S.  Investments,  Inc., in which Mr.
     Sursa and his wife have a beneficial interest.


      COMPLIANCE WITH SECTION 16(a) OF THE SECURITIES EXCHANGE ACT OF 1934

     Section 16(a) of the Securities Exchange Act of 1934 requires the Company's
executive  officers and directors,  and persons who own more than ten percent of
the  Company's  Common  Stock,  to file  reports  of  ownership  and  changes in
ownership with the Securities and Exchange  Commission.  Based solely on reports
and other information submitted by executive officers,  directors and such other
persons  required  to file,  the  Company  believes  that  during the year ended
December  31, 2002 all  reports  required  by Section  16(a) have been  properly
filed, except that there was one late filing of a Form 5 for 8,588 shares of the
Company's  Common  Stock  by Mr.  Dew.  Mr.  Dew's  late  filing  concerned  the
inheritance  of these shares by his wife.  Once Mr. Dew realized this  oversight
occurred, he promptly made the filing.

               THE BOARD OF DIRECTORS AND ITS STANDING COMMITTEES

     The  Company's  Board of  Directors  has the  responsibility  to review the
overall  operations  of the Company.  The Board members are kept informed of the
Company's  results of  operations  and proposed  plans and  business  objectives
through periodic  reports sent to them by the Company's  management or presented
at Board and Committee  meetings.  The Board met four times last year, once each
quarter.  Each incumbent  director attended at least 75% of the aggregate of the
meetings of the Board of Directors  and  Committees  on which each served during
2002.

Directors' Compensation

     During  2002,  Directors  of the  Company  received  an annual  retainer of
$16,800 plus $1,400 for each Board or Committee  meeting they attend.  Directors
of the Company or any of its  subsidiaries  who are full time  employees  do not
receive an annual  retainer  but receive  $1,400 for each meeting they attend of
the Board or a Committee of the Company,  other than  meetings of the  Executive
Committee. Mr. Colao also received $80,000 under a Consulting Agreement with the
Company during 2002 for transitional services following his retirement.

Board Committees

     The Board of Directors has five principal standing committees.

     The Executive Committee is empowered to exercise the authority of the Board
of  Directors  in the  management  of the  business  and  affairs of the Company
between the meetings of the Board,  except as provided in the By-laws or limited
by the provisions of the General  Corporation  Law of the State of Delaware,  as
well  as  to  evaluate  the  performance  of  senior  executives,  and  to  make
recommendations  with regard to executive  succession.  The Committee,  which is
currently composed of Messrs.  Kreyling,  Legg,  Steiner,  Sursa and Zucaro, met
four times during 2002 and took action by unanimous  written consent twice.  Mr.
Zucaro is Chairman of the Committee.

                                       3


     The Audit  Committee is empowered to oversee the integrity of the Company's
financial  statements,  the  Company's  compliance  with  legal  and  regulatory
requirements,  the independent  qualifications  and performance of the Company's
internal and external  auditors and the selection of the  Company's  independent
external  auditors.  The Committee also is required to annually produce a report
which is printed below.  The Committee  operates  pursuant to a written  charter
approved  by the Board of  Directors  and is  subject  to an annual  performance
evaluation.  During  2002,  the  Committee  was  composed  of six,  non-employee
directors,  Messrs.  Bischof, Legg, Popp, Steiner, Sursa and White. On March 20,
2003, Ms.  Fredricka  Taubitz was elected,  effective May 1, 2003, a director of
the  Company  and named a Committee  member,  and Mr.  Popp was named  Committee
Chairman. Each member is considered independent in the judgment of the Company's
Board of Directors and according to the listing  standards of the New York Stock
Exchange ("NYSE"),  on which the Company's Common Stock is listed. The Committee
met four times during 2002.

     For the year ended December 31, 2002, the Committee selected the accounting
firm of  PricewaterhouseCoopers,  LLP ("PwC") as independent auditors to examine
the Company's consolidated financial statements.  A member of PwC is expected to
attend the Company's Annual Meeting of Shareholders.  The firm's members will be
provided with an  opportunity  to make an  appropriate  statement,  if he or she
desires to do so, and will be available to respond to questions. The fees billed
the Company by PwC for the 2002 audit were:

                                Financial Information
                                 Systems Design and
       Audit Fees                Implementation Fees            All Other Fees
    ------------------        -------------------------        ----------------
       $1,430,778                        -                       $281,025 (1)

(1)  Primarily represents fees for audit-related  actuarial reviews of insurance
     subsidiaries'  claim  reserves and audits of employee  benefit  plans.  The
     Audit Committee has determined that these other fees charged by PwC are not
     incompatible with PwC's independence as the Company's auditors.

     PwC has advised the  Committee  that all persons  engaged in the  Company's
independent audit were full-time permanent employees of PwC. No decision has, as
of yet,  been made with respect to the selection of an  independent  auditor for
fiscal 2003.


                           AUDIT COMMITTEE REPORT 2002

     The following Report of the Audit Committee does not constitute  soliciting
material and should not be deemed filed or  incorporated  by reference  into any
other Company filing under the Securities Act of 1933 or the Securities Exchange
Act of 1934,  except to the extent the Company  specifically  incorporates  this
Report by reference therein.

     The Audit  Committee of the Board of Directors (the  "Committee")  oversees
the  Company's  financial  reporting  process.  As  part  of  its  function,  it
recommended to the Board of Directors the appointment of PricewaterhouseCoopers,
LLP  ("PwC") as the  Company's  independent  auditors  for 2002.  As part of its
oversight  function,  the Committee evaluated and reviewed with the auditors the
overall scope of the  Company's  annual audit,  the Company's  annual  financial
statements and the auditors'  comments relative to the adequacy of the Company's
system of internal controls and accounting systems.  The Committee also reviewed
and discussed the audited  financial  statements in the Company's  Annual Report
with the Company's management.

     Further,  the Committee  discussed  with its auditors such other matters as
are required to be discussed under the generally accepted auditing standards set
forth in the  Statement  of  Auditing  Standards  Number  61. In  addition,  the
Committee  discussed  with  its  auditors,   the  auditors'   independence  from
management and the Company and received  written  disclosures  and a letter from
PwC regarding  their  independence,  as required by the  Independence  Standards
Board Standard Number 1.

                                       4


     Following these reviews and discussions,  the Committee  recommended to the
Board of Directors and the Board approved the inclusion of the audited financial
statements in the  Company's  Annual Report on Form 10-K for the year ended 2002
filed with the Securities and Exchange Commission.

                                                   Audit Committee
                                                   John W. Popp, Chairman
                                                   Harrington Bischof
                                                   Wilbur S. Legg
                                                   Arnold L. Steiner
                                                   David Sursa
                                                   William G. White, Jr.

     The Nominating  Committee is empowered to develop and oversee the Company's
policy on the size,  composition and  qualifications  of the Board of Directors.
The Committee is  authorized  to establish  procedures to identify and recommend
qualified   candidates  for  election  to  the  Board.  The  Committee  is  also
responsible for developing and establishing  corporate governance principles and
procedures  for the nomination  process.  The Committee  operates  pursuant to a
written  charter  approved by the Board of Directors and is subject to an annual
performance  evaluation.   The  Committee  is  composed  of  five,  non-employee
directors,  Messrs.  Bischof,  Kreyling,  Legg,  Steiner and Sursa, of which Mr.
Bischof is the Chairman.  Each member of the Committee is considered independent
in the judgment of the Company's Board of Directors and according to the listing
standards of the NYSE. The Committee met once during 2002.

     The Pension  Committee is empowered  with the  supervision of the Company's
pension and Employees  Savings and Stock  Ownership  plans and is charged with a
fiduciary  responsibility  to act solely in the interest of the participants and
beneficiaries  of the Plan.  The Pension  Committee is appointed by the Board of
Directors  and its  members  serve  at its  pleasure.  The  Committee,  which is
composed of Messrs.  Legg, Sursa and Zucaro, met once during 2002. Mr. Zucaro is
Chairman of the Committee.

     The Compensation  Committee,  is empowered to develop, review and supervise
the employee  benefit plans of the Company,  to fix the  compensation  of senior
executive  officers,  and to evaluate their  performance.  The Committee also is
required to annually produce a report on executive compensation which is printed
below.  The Committee  operates  pursuant to a written  charter  approved by the
Board of Directors. During 2002, the Committee was composed of six, non-employee
directors,  Messrs. Bischof, Kreyling, Legg, Popp, Sursa and White. On March 20,
2003,  Mr. John M. Dixon was elected,  effective  May 1, 2003, a director of the
Company and named a Committee  member.  Mr. Sursa is the  Committee's  Chairman.
Each member of the  Committee is considered  independent  in the judgment of the
Company's Board of Directors and according to the listing standards of the NYSE.
The Committee met three times during 2002.

           COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION

     None of the  members of the  Compensation  Committee  has ever served as an
officer  or  employee  of the  Company or any of its  subsidiaries,  nor has any
executive  officer  of  the  Company  served  as  a  director  or  member  of  a
compensation  committee for any company that employs any director of the Company
or member of the Compensation Committee.

    REPORT OF THE COMPENSATION COMMITTEE ON EXECUTIVE MANAGEMENT COMPENSATION

     The following  Report of the  Compensation  Committee  and the  performance
graphs included  elsewhere in this proxy statement do not constitute  soliciting
material and should not be deemed filed or  incorporated  by reference  into any
other Company filing under the Securities Act of 1933 or the Securities Exchange
Act of 1934,  except to the extent the Company  specifically  incorporates  this
Report or the performance graphs by reference therein.

     The Compensation  Committee of the Board of Directors (the  "Committee") of
Old Republic  International  Corporation (the "Company")  evaluated and approved
the overall  compensation,  policies and practices for the Company's management,
including its Chief Executive Officer ("CEO") and other executive officers.  It,
also,  reviewed the Company's  incentive  programs,  including the Key Employees
Performance Recognition Plan ("KEPRP"),  the Stock Option Plan (the "Plan"), and
the Employees Savings and Stock Ownership Plan ("ESSOP").

     In making its  evaluations,  the  Committee  considered  a large  number of
factors including those set forth under "Compensation Policies" herein, together
with  other  matters  such  as  the  inflation  rate,  and  the  Company's  past
performance, generally over consecutive five-year time frames. The Committee did


                                       5


not consider such factors based upon any  scientific or other formula nor on any
quantitative  analysis  of the  relationship  among such  factors.  Rather,  the
Committee's  evaluation was subjective  since each  Committee  member  exercised
their common sense and reasonable business judgment in attaching varying degrees
of importance to each such factor.

Compensation Policies

     The Company's  compensation  policies and practices,  particularly  as they
apply to its executive officers,  including the CEO, are intended to achieve the
following major objectives:

1.   To set annual salaries (base income) for key executive  officers at amounts
     which:  a) are reasonably  competitive in the context of prevailing  salary
     scales;  and (b) in the Committee's  judgment  provide a fixed,  reasonable
     source of current income during the period of employment.  Other sources of
     executive  compensation  discussed in separate  sections  hereunder are not
     taken into account when  setting  base annual  salaries.  Among the factors
     considered in varying  degrees,  as previously  noted,  are business  size,
     level of responsibility,  complexity of operations,  long term performance,
     loyalty,  commitment to Old  Republic's  long term  objectives,  and future
     prospects. Additionally, the Committee takes into account prevailing salary
     scales in the  insurance  industry,  trends in salary  levels  published in
     compilations  and reports,  and data  contained in the proxy  statements of
     publicly  held  insurance  organizations  whose assets,  revenues,  and net
     income are larger,  smaller,  or  approximately  the same as the Company's.
     These insurance organizations include but are not limited to those that are
     a part of the Peer Group  comparisons  on page 14 of this Proxy  Statement.
     Based on a review and evaluation of all such data,  the Committee  believes
     that the base  salaries  of the CEO and key  executives  are within a range
     comparable  to  the  median  salaries  of  the  above  mentioned  insurance
     organizations.

2.   To afford  personnel an  opportunity  and incentive to increase  their base
     income  over time  through  participation  in  incentive  compensation  and
     related  stock  option  and  savings  programs.  With  respect  to all such
     programs the Committee has approved  various  criteria,  the  objectives of
     which are to:  (a)  establish  tangible  means of  evaluating  the  overall
     financial  performance  of the Company or individual  profit  centers;  (b)
     align  performance  criteria with  shareholders'  interests by establishing
     minimum requirements  relative to such performance  indicators as return on
     equity, return or profit margin on revenues, and increases in earnings; and
     (c) encourage a long-term commitment to the Company.

     In addition,  the  Committee  considers a variety of  intangible  and other
subjective  factors such as each  person's  likely  future  contribution  to the
Company's  successful  growth,  his or her level and  years of  experience,  the
current  state and  prospects of the  industry or  segment(s)  thereof,  and the
Company's  long-term  goals and  strategies  which may from time to time require
temporary investment in personnel resources in the absence of immediate positive
results.   Further,  the  Committee  considers  the  compensation  and  benefits
previously paid to its executive officers.

     In  making  its   performance   evaluations,   the   Committee   takes  the
shareholders'  interests into account from the  standpoints of both total market
return for the Common Stock as well as the Company's  intrinsic  performance  as
such and relative to the Company's  Peer Group.  However,  the Committee  places
greater  emphasis  on the  latter  two  factors  since  total  market  return is
influenced materially by the vagaries of the securities markets.

     The  Committee  has not  adopted  any policy  with  respect  to  qualifying
compensation  paid to executive  officers  under Section  162(m) of the Internal
Revenue Code.

Compensation of the Chief Executive Officer

     With specific reference to the CEO's compensation,  the Committee has taken
into account all of the factors and  objectives  discussed  above.  In addition,
special emphasis is placed on such other  considerations as the CEO's vision and
planning  for the  Company's  future and the  strategies  implemented  for their
realization,  his leadership  qualities and judgment,  and his commitment to and
abilities in setting and promoting the character of the organization in the best
interests of its insurance subsidiaries, insurance beneficiaries, employees, and
shareholders.  The Committee's  evaluation of the CEO's  performance takes place
without his presence.

     Mr. Zucaro joined the Company in 1976 as Executive Vice President and Chief
Financial  Officer.  He was promoted to President  in 1981,  to Chief  Executive
Officer  in 1990,  and to  Chairman  in 1993  while  retaining  his  offices  as
President  and  Chief   Executive   Officer.   Until  1989,  Mr.  Zucaro's  cash
compensation consisted solely of a base annual salary and a small amount of fees
earned in his capacity as a director of a number of the Company's  subsidiaries.
His other  compensation was fully deferred  pursuant to his participation in the
Company's  KEPRP,   ESSOP,  and  stock  option  plans.   Since  1990,  his  cash
compensation  has been  enhanced  by 50% of the awards  granted to him under the
Company's KEPRP.

                                       6


     The following  table reflects  certain key data pertaining to the Company's
performance  during the past three years  together  with the CEO's  compensation
during that period.  The Company's  performance was a significant  factor in the
Committee's  evaluation  of the CEO's and other  executives'  cash and  deferred
compensation.  It,  however,  was  only  one of the  many  factors  cited  under
"Compensation  Policies" above,  the relative  significance of which was left to
the subjective  business  judgment of the Committee.  In comparing this data, it
was noted that trends in the CEO's compensation lag, up or down, from the trends
in  the  Company's  performance,  since  compensation  reviews  and  salary  and
incentive  awards are made several  months  following  the end of each  calendar
year.

                    Summary of Company Performance Indicators
                                     versus
                                CEO Compensation
                                  2000 to 2002
-----------------------------------------------------------------------------------------------------------------------------
                                                       Amounts                                     % of Change
                                     -----------------------------------------    -------------------------------------------
                                         2002          2001           2000        2002 vs. 2001  2001 vs. 2000  2002 vs. 2000
                                     ------------  ------------   ------------    -------------  -------------  -------------
                                                                                              
 Company Performance Indicators (a)
 ($ in Millions)
 Consolidated assets                  $  8,715.4    $  7,920.2     $  7,281.4             10.0%           8.8%          19.7%
 Common shareholders' equity             3,155.8       2,783.7        2,438.7             13.4%          14.1%          29.4%
 Net revenues                            2,756.4       2,373.4        2,070.6             16.1%          14.6%          33.1%
 Net operating income                      383.8         330.7          275.6             16.1%          20.0%          39.3%
 Net income                                392.9         346.9          297.5             13.3%          16.6%          32.1%
 Percent return on equity                   14.1%         14.2%          13.5%            -0.7%           5.2%           4.4%
 Per Share Data
 (in dollars and cents):
 Book value at end of year                 26.17         23.40          20.62             11.8%          13.5%          26.9%
 Net operating income (diluted)             3.16          2.75           2.29             14.9%          20.1%          38.0%
 Net income (diluted)                 $     3.23    $     2.88     $     2.47             12.2%          16.6%          30.8%

 ============================================================================================================================
 CEO Compensation (b)
 (Whole Dollars)
 1. Cash compensation
     a.   Base salary                 $  590,000    $  563,333     $  550,000              4.7%           2.4%           7.3%
     b.   Incentive                      327,058       221,980        150,000             47.3%          48.0%         118.0%
     c.   Directors fees & other          52,782        56,875         49,915             -7.2%          13.9%           5.7%
                                      -----------   -----------    -----------     ------------   ------------   ------------
     d.   Total Cash Compensation        969,840       842,188        749,915            15.2 %          12.3%          29.3%

 2. Deferred incentive compensation      331,585       226,930        152,500            46.1 %          48.8%         117.4%
                                      -----------   -----------    -----------     ------------   ------------   ------------
 Incentive stock options:
 3. Valued at 5% appreciation:         3,384,360     2,713,536      1,134,000             24.7%         139.3%         198.4%
 4. Valued at 10% appreciation:        8,541,480     6,848,448      2,862,000             24.7%         139.3%         198.4%
                                      -----------   -----------    -----------     ------------   ------------   ------------
 5. Total cash & deferred
     Compensation, including options,
     if any, valued at:

 6. 5% appreciation (1d. + 2 + 3)      4,685,785     3,782,654      2,036,415            23.9 %          85.8%         130.1%
 7. 10% appreciation (1d. + 2 + 4)    $9,842,905    $7,917,566     $3,764,415            24.3%          110.3%         161.5%
                                      -----------   -----------    -----------     ------------   ------------   ------------
 ============================================================================================================================

(a)  This data was taken from the Company's  audited  financial  statements  and
     stock  market  tables as  applicable.  Return on equity was  calculated  by
     dividing each year's net income by the common  shareholders' equity balance
     at the  beginning  of the year.  Net  operating  income was  defined as net
     income before extraordinary items,  realized investment gains or losses and
     accounting changes;  both net operating income and net income per share are
     shown after deduction of Preferred Stock dividends, as applicable.

(b)  In this  table,  Deferred  Incentive  Compensation  includes  the  deferred
     portion,  which is  non-interest  bearing,  of  awards  granted  under  the
     Company's  KEPRP  and the  employer  matching  contribution  to the  ESSOP;
     Incentive Stock Options have been valued alternatively by assuming that the
     market value of the Common Stock subject to options compounded at a 5% or a
     10% annual rate (or 63% and 159%, respectively,  in the aggregate) over the
     10-year term of the options.  The actual  future value of such options may,
     of course,  be higher or lower than these  arbitrary  formulaic  estimates.
     (See the Summary Compensation Table on page 10.)

                                       7


Employee Benefit Plans

     In addition to determining  base salaries,  the Committee also  administers
the  Company's  employee  benefit  plans.  The  employee  benefit  plans  are an
important  part of the Company's  compensation  structure  and provide  eligible
employees,  including the CEO and other executive officers,  with an opportunity
and incentive to increase their base income.

Key  Employee  Performance  Recognition  Plan:  Under  the  Company's  KEPRP,  a
performance  recognition  pool is  established  each year for  allocation  among
eligible  key  employees  of the  Company  and its  participating  subsidiaries,
including the CEO and other executive  officers.  Employees eligible to share in
this pool are  selected  by the  Committee  in  consultation  with the CEO.  The
Committee  made the sole  determination  with  regard to the CEO's  performance,
eligibility and award. After prior plan participants are credited with a certain
portion of the year's pool the CEO  recommends  the allocation of the balance of
the pool to participants in the plan,  other than to himself.  Up to 50% of such
amount may be carried  forward  for up to three years for later  allocation.  In
designating  eligible  employees and  determining  amounts to be allocated,  the
Committee consults with the CEO and considers the positions and responsibilities
of the employees,  the perceived value of their  accomplishments to the Company,
their expected future  contributions to Old Republic and other relevant factors.
The Committee's evaluation of all such factors is subjective.

     Each  year's  pool  amount is  established  in  accordance  with a detailed
formula  which takes into  account  (a) the  eligible  participating  employees'
annual  salaries,  (b) the current year's earnings in excess of the prior year's
earnings (excluding income from realized investment gains or losses), multiplied
by a factor determined by the increase in the Company's  earnings per share, and
(c) the latest year's  return on equity in excess of a minimum  target return on
equity equal to two times the mean of the five year average post-tax yield on 10
year and 30 year U.S. Treasury  Securities.  The pool is, in turn,  limited to a
percentage of plan  participants'  aggregate annual base salaries,  ranging from
10% to 150%, depending upon the amount by which the current year's actual return
on equity exceeds the minimum target return on equity for the year.  There is no
prescribed  limit as to how much of the year's  available pool may be awarded to
each participant.

     There is an immediate  payment in cash of 50% of any award made, as well as
50% of the multiplier  factor  applied to the deferred  balances of prior years'
participants;  the  balance  of the  award  vests at the rate of 10% per year of
participation.  The deferred  balance(s) do not bear  interest.  Pursuant to the
plan,  participants  become  vested in their  account  balances  upon  total and
permanent  disability or death, or upon the earlier of attaining age 55 or being
employed  for 10 years after first  becoming  eligible.  Benefits are payable in
installments,  beginning no earlier than age 55 and/or following  termination of
employment, death, disability or retirement.

     In addition to the KEPRP,  the Company also  maintains a number of separate
plans for several individual subsidiaries or separate profit centers. Such plans
provide for the  achievement of certain  financial  results and objectives as to
each such  subsidiary  or profit  center.  Mr.  Simpson  and Mr.  Kellogg do not
participate  in the  Company's  KEPRP but  rather  participate  in the plans for
Republic  Mortgage  Insurance Company ("RMIC") and Old Republic Risk Management,
Inc,  ("ORRM")  respectively.  Each of these  plans  operates  in the same basic
fashion  as the  Company's  KEPRP.  The  pools  for each  plan  are  established
according to a detailed  formula that takes into account the annual  increase in
each  company's  earnings,  the return on equity of each  company in excess of a
minimum  target  percentage  and a percentage of the annual base salaries of the
employees of these companies that are eligible for participation.

Stock Option Plan: The Company  believes that key  employees,  including the CEO
and  other  executive  officers,  who are in a  position  to make a  substantial
contribution to the long-term  performance of the Company should have a stake in
its on-going  success.  To encourage growth in shareholder value and a long-term
commitment to the success of the  Company's  business,  the Company  maintains a
non-qualified  stock  option  plan  for key  employees  of the  Company  and its
participating  subsidiaries.  The 2002 Old  Republic  International  Corporation
Stock Option Plan (the "Plan") was approved by the Company's shareholders on May
24, 2002, and replaced a similar  non-qualified  stock option plan that had been
adopted 10 years  earlier.  The decision to award stock options  pursuant to the
Plan and the factors that  contribute  to the amount of such awards are the same
basic factors as those set forth under "Compensation Policies" herein.

     The performance factors the Committee considers include the achievements of
the  individual  key employee,  the overall  performance  of the Company and the
likelihood of future  contributions  to the Company's  successful  growth by the
individual  key  employee.  The  relative  significance  of these  and all other
factors with respect to awards granted to the CEO and other  executive  officers
is determined subjectively by the Committee.  The Plan provides for the issuance
of options for up to an aggregate of 6% of the Company's Common Stock issued and
outstanding  at year end under this Plan or any other plans of the Company.  The
purchase  price per share of Common Stock subject to an option under the Plan is
fixed by the Committee.  However,  such purchase price may not be less than 100%

                                       8


of the fair  market  value per share of Common  Stock on the date the  option is
granted.  Optionees may exercise their options for shares of either Common Stock
or Series G Preferred Stock. The term of each option may not be for more than 10
years  from the date of grant.  Under  ordinary  circumstances,  options  may be
exercised in accordance with the following vesting schedule:  ten percent in the
first year of the grant,  thereafter,  the options cumulatively vest annually at
the  rate of 15%,  20%,  25% and 30% so that at the end of the 5th  fiscal  year
after the grant they are 100% vested.  Under the Company's  former plan,  except
for the grant made in 2002, which used an amended vesting schedule  identical to
the Plan,  vesting occurs at an annual rate of 10% per year.  Under the Plan, an
employee's  right to exercise an option is accelerated  if the Company's  Common
Stock closes on the NYSE above the vesting acceleration price established by the
Committee  for the option.  If a vesting  acceleration  occurs,  an optionee may
exercise  his or her  option for the  greater  of  either:  10% of the number of
shares  covered by the option for each year that the optionee has been  employed
by the Company or its  subsidiaries or the sum of the optionee's  already vested
shares plus 50% of the remaining  unvested  shares.  Vesting  accelerations  for
grants made prior to 2002  accelerate at 10% per year for each year the optionee
has been employed by the Company of its subsidiaries.  The vesting  acceleration
price is established by the Committee at the time of grant at the higher of 150%
of the market  value of the Common Stock at the date of the grant or 100% of the
book value per Common Share as of the most recent year end. For options  granted
prior to January 1, 2000,  the vesting  acceleration  price  established  by the
Committee  was the higher of 150% of the market value of the Common Stock at the
date of the  grant or 150% of the book  value  per  Common  Share as of the most
recent year end.

Employees  Savings and Stock Ownership Plan: The Company's ESSOP allows eligible
employees  with one or more years of service  with the Company or  participating
subsidiaries  ("employers")  to save a minimum  of 1% up to a maximum  of 15% of
their total compensation  subject to an annual maximum compensation of $200,000.
Employees' savings, up to 6%, are matched by employer contributions ranging from
20% to 140% of  such  savings  in  accordance  with a  formula  based  upon  the
percentages  saved and the  increase  in the  Company's  average  net  operating
earnings per share for the five years ending with the calendar year  immediately
prior to the year for which the  contribution  is made.  The Company's  matching
contributions  applies to annual  compensation up to a maximum of $150,000 under
the terms of the ESSOP.  Employer  contributions are invested exclusively in the
Stock of the  Company  except  that  employees  over age 55 and with 10 years of
service  credited  under  the Plan may  diversify  a portion  of the  employer's
contributions out of the Company's Stock and into alternative  investments based
on their age and years of service with the Company. This diversification  ranges
from 25% at age 56 to 100% at age 67. These alternative  investment  choices are
the same ones in which Employee savings may be invested. Employee savings may be
invested,  at the employee's  direction,  in publicly  managed mutual funds that
focus on long term capital  appreciation,  long term capital  growth,  long term
growth of capital and income,  long term growth  through  investments  in common
stocks of  non-U.S.  companies,  a stock  index  fund  portfolio,  and in short,
intermediate term bonds or other fixed income securities.  A participant becomes
vested in the account balance allocated from employer  contributions  upon being
totally and permanently disabled, dying, or upon the earlier of attaining age 65
or being employed for 6 years.  Vesting also occurs in increments of 20% a year,
beginning  after one year of service.  Benefits are payable upon  termination of
service,  death or disability,  or following retirement.  At the election of the
participant,  benefits derived from employer contributions are payable either in
cash or the Company's Common Stock.

RMIC   Profit-Sharing  Plan  ("Profit  Sharing  Plan"):  Mr.  Simpson  does  not
participate in the Company's  ESSOP but instead  participated in the RMIC Profit
Sharing Plan . The RMIC Profit Sharing Plan covers  substantially  all employees
of RMIC and its affiliates. Contributions to the plan are determined annually by
RMIC's Board of Directors,  and voluntary  contributions  of up to 10% of annual
income are permitted.  Employees  contributions are invested,  at the employees'
direction,  in a number of publicly managed mutual funds and employees may elect
to purchase the  Company's  Common Stock as an  investment  option.  RMIC Profit
Sharing Plan  participants'  interests  vest in increments of 10% of contributed
amounts  beginning  with 40% after one year and  extending  to 100% after  seven
years. Account balances are payable upon death or permanent  disability.  Normal
retirement  is at age  65  and  the  Profit  Sharing  Plan  provides  for  early
retirement at age 50 with ten years of service.  Benefits upon retirement may be
received  as a  monthly  annuity,  periodic  cash  payments,  or  in a  lump-sum
distribution, at the participant's election.


                                                     Compensation Committee
                                                     David Sursa, Chairman
                                                     Harrington Bischof
                                                     Kurt W. Kreyling
                                                     Wilbur S. Legg
                                                     John W. Popp
                                                     William G. White Jr.

                                       9


Executive Compensation

     The  following   table  sets  forth  certain   information   regarding  the
compensation  paid or accrued by the  Company to or for the account of the Chief
Executive Officer and each of the three other executive  officers of the Company
for services  rendered in all  capacities  during each of the  Company's  fiscal
years ended December 31, 2002, 2001 and 2000:


                           SUMMARY COMPENSATION TABLE
----------------------------------------------------------------------------------------------------------------------------
                                                                                          Long-Term
                                                       Annual Compensation               Compensation
                                                  -------------------------------       -------------
           (a)                     (b)                (c)                (d)                 (e)                 (f)
                                                                                         Securities
                                                                                         Underlying
Name and                                                                                   Option              All Other
Principal Positions                Year            Salary (1)         Bonus (2)          Awards (3)        Compensation (4)
--------------------------       ---------       -------------       ------------       ------------       -----------------
                                                                                            
A.C. Zucaro                        2002            $  635,021          $ 654,116            170,000            $ 12,288
President & Chief                  2001               612,204            443,960            160,000              12,954
Executive Officer                  2000               594,846            300,000            150,000               7,569

John S. Adams        (5)           2002               188,333             35,270              7,500               8,559
Senior Vice President &            2001               168,542             23,478              5,000               5,845
Chief Financial Officer

Charles S. Boone     (5)           2002               163,333             93,254              6,000               5,025
Senior Vice President &            2001               155,208             84,476              5,000               5,424
Treasurer

James Kellogg (6)                  2002               244,167            105,000              4,000              13,284
Senior Vice President

Spencer LeRoy III                  2002               339,695            235,902             25,000              10,873
Senior Vice President,             2001               330,408            178,318             25,000              10,855
Secretary & General                2000               321,343            150,000             16,000               3,811
Counsel

William A. Simpson                 2002               292,700            910,000             50,000              39,698  (7)
Senior Vice President              2001               292,610          1,075,524             67,500              32,854  (7)
                                   2000             $ 322,100          $ 708,384             60,000            $ 31,327  (7)
----------------------------------------------------------------------------------------------------------------------------


(1)  Includes  base  salary  and fees paid for  services  as a  director  of the
     Company or its subsidiaries.

(2)  Includes combined cash and deferred incentive  compensation  awards granted
     under the Company's KEPRP and similar plans maintained for different profit
     centers.  Awards  thereunder  are made 50% in cash  and 50%  deferred.  The
     deferred amounts included in this column are usually not payable before the
     person  retires at 55 years of age or later;  the amount  deferred does not
     accrue  interest and it is included in this column  without a present value
     discount.  None of the  awards  shown  differed  in any  respect  from  the
     Company's regular compensation policies and practices.

(3)  Number of shares of Common Stock subject to options granted during the year
     indicated.

(4)  Includes the employer  matching  contribution to the Company's  ESSOP,  the
     amount  of  premium  for the  Company's  group  term  life  insurance  plan
     attributed to the compensation of executive officers of the Company and the
     value of meals paid for by the  Company.  For 2002 the  Company's  matching
     contribution  for each executive  officer was $4,527 except for Mr. Simpson
     who elected not to participate in the ESSOP. For 2002, $5,069, $588, $,498,
     $ ,1,162,  $2,322 and $1,346 were attributed to the compensation of Messrs.
     Zucaro, Adams, Boone, Kellogg, LeRoy, and Simpson,  respectively, for group
     term life insurance  premiums paid by the Company under a program available
     to all of its employees.  For 2002,  $6,433 was attributed to Mr. Kellogg's
     compensation for usage of a vehicle provided for his use by ORRM. For 2002,
     $7,113  was  attributed  to  Mr.   Simpson's   compensation  for  a  health
     reimbursement program RMIC sponsors for all of its employees and $7,084 was
     attributed as compensation  for the usage of a vehicle provided for his use
     by RMIC.

(5)  Messrs. John S. Adams and Charles S. Boone became executive officers of the
     Company on August 16, 2001.

(6)  Mr. James Kellogg became an executive  officer of the Company on October 1,
     2002.

(7)  Includes  $17,000 as the vested amount  accrued for Mr. Simpson in the RMIC
     Profit Sharing Plan for 2000 and 2001 and $20,000 for 2002.

                                       10


Retirement Plans

     The Company maintains the Old Republic  International  Corporation Salaried
Employees  Restated  Retirement  Plan (the "Company Plan") for its employees and
those of participating subsidiaries. The Company Plan, which is noncontributory,
provides  for  benefits  based  upon 1.5% of the  participant's  "Final  Average
Monthly Earnings"  (1/60th of the aggregate  earnings of the employee during the
period of the five consecutive  years of service out of the last ten consecutive
years of service which results in the highest "Final Average Monthly  Earnings")
multiplied by the participant's years of service. Earnings equal base salary and
commissions but excludes cash and deferred incentive compensation awards granted
under the Company's KEPRP.

     The following table sets forth the estimated  annual benefits payable under
the Company Plan to an employee, upon retirement at December 31, 2002, at age 65
after specified years of service:


      Highest Average                            Estimated Annual Retirement Income for
    Annual Earnings of                           Representative Years Credited Service*
     The 5 Consecutive             -------------------------------------------------------------------------------
   Plan Years Out of the
    Last 10 Plan Years                  10               15               20              25               30
  -----------------------          ------------     ------------    -------------    ------------    -------------
                                                                                      
        $ 100,000                     $ 15,000        $  22,500        $  30,000       $  37,500        $  45,000
          150,000                       22,500           33,750           45,000          56,250           67,500
          200,000                       30,000           45,000           60,000          75,000           90,000
          250,000                       37,500           56,250           75,000          93,750          112,500
          300,000                       45,000           67,500           90,000         112,500          135,000
          350,000                       52,500           78,750          105,000         131,250          157,500
          400,000                       60,000           90,000          120,000         150,000          180,000
          450,000                       67,500          101,250          135,000         168,750          202,500
          500,000                       75,000          112,500          150,000         187,500          225,000
          550,000                       82,500          123,750          165,000         206,250          247,500
          600,000                       90,000          135,000          180,000         225,000          270,000
        $ 650,000                     $ 97,500        $ 146,300        $ 195,000       $ 243,750        $ 292,500
  =================================================================================================================


*Amounts shown in the table above which exceed  $160,000 - - the maximum benefit
allowed  by law for a  qualified  plan in 2002 - - would  only be  payable  to a
qualified   participant  under  the  Old  Republic   International   Corporation
Executive's Excess Benefit Plan described below.

     The amounts  shown in the chart are computed on the basis of straight  life
annuity amounts and are not subject to offsets for any Social Security payments.
At December 31, 2002,  Mr.  Zucaro was  credited  with 25 years of service,  Mr.
Adams was credited with 8 years of service, Mr. Boone was credited with 13 years
of service. Mr. Kellogg was credited with 24 years of service, and Mr. LeRoy was
credited with 9 years of service, for purposes of the Company Plan. The years of
service  credited  to Mr.  Boone  do not  include  his  years  of  service  with
Bituminous  Casualty Company,  a subsidiary of the Company.  Mr. Simpson did not
participate  because  employees of RMIC / Republic  Mortgage  Insurance  Company
(RMIC) participate in the RMIC  Profit-Sharing Plan instead of the Company Plan.
At December 31, 2002, the highest  average  annual  earnings for purposes of the
above computations  under the Company Plan were  approximately  $556,000 for Mr.
Zucaro, $162,242 for Mr. Adams, $149,708 for Mr. Boone, $211,600 for Mr. Kellogg
and $316,667 for Mr. LeRoy. The differences  between such amounts and the Annual
Compensation amounts shown for Messrs.  Zucaro,  Adams, Boone, Kellogg and LeRoy
in the Summary  Compensation  Table on page 10 are threefold:  the figures above
are  averages of annual base  salaries  over the past 5 years and do not include
either directors' fees or any form of incentive compensation awards.

                                       11


     The Company  also  maintains  the Old  Republic  International  Corporation
Executive's  Excess Benefit Plan (the "Excess  Benefit Plan") to provide certain
key executives with pension  benefits in excess of the benefits  provided by the
Company Plan. The Excess Benefit Plan is administered  by the Pension  Committee
of the Board of Directors,  which selects the  employees to  participate  in the
Excess Benefit Plan from those who are  participants  in the Company Plan. As of
December 31, 2002, Mr. Zucaro was the only  executive  officer who qualified and
has been approved for  participation  under this Excess Benefit Plan.  RMIC also
has an Executive  Excess  Benefit Plan (the "RMIC Plan") to provide  certain key
executives  of RMIC  with  benefits  in  excess of the  benefits  they  would be
eligible  for if they  participated  in the  Company's  Plan.  The RMIC  Plan is
administered by a Committee of the Board of Directors of RMIC, which selects the
employees to participate in the RMIC Plan from those eligible employees of RMIC.
As of  December  31,  2002,  Mr.  Simpson is the only  executive  officer of the
Company who  qualified and has been  approved for  participation  under the RMIC
Plan.  The benefits  payable under this RMIC Plan equal the excess of the amount
otherwise  payable under the terms of the Company Plan over the reduced benefits
required by  applicable  law.  Benefits  under this RMIC Plan are payable at the
time benefits are payable under the Company Plan.  Both the Excess  Benefit Plan
and the RMIC Plan are non-qualified deferred compensation plans.

Option Grants in 2002

     The following  table sets forth certain  information  regarding  options to
purchase shares of Common Stock granted to the executive officers of the Company
listed in the  Executive  Compensation  Table during the  Company's  2002 fiscal
year:


                                                       Option Grants in 2002
-------------------------------------------------------------------------------------------------------------------------------
          (a)                    (b)            (c)             (d)            (e)                          (f)
                                                                                                        Potential
                                                                                                Realizable Value of Assumed
                                                                                                Annual Rates of Stock Price
                                                                                                Appreciation for Option Term
                                                                                            -----------------------------------
                                                                                                   @ Annual Compounding
             Individual Grants                                                                       Growth Rate Of:
-----------------------------------------                                                   -----------------------------------
                             Number of        % of Total
                             Securities        Options
                             Underlying       Granted to
                             Options          Employees       Exercise      Expiration
Name                         Granted (1)       in 2002          Price          Date                5%                  10%
-------------------------    ------------    -----------     -----------    -----------     ---------------      --------------
                                                                                               
A.C. Zucaro                      170,000          14.94         $ 31.60       12/31/10        $ 3,384,360         $ 8,541,480
John S. Adams                      7,500           0.65           31.60       12/31/10            149,310             376,830
Charles S. Boone                   6,000           0.52           31.60       12/31/10            119,448             301,464
James Kellogg                      4,000           0.35           31.60       12/31/10             79,632             200,976
Spencer LeRoy III                 25,000           2.18           31.60       12/31/10            497,700           1,256,100
William A. Simpson                50,000           4.36         $ 31.60       12/31/10        $   995,400         $ 2,512,200
===============================================================================================================================


(1)  See the  Report  of the  Compensation  Committee  on  Executive  Management
     Compensation "Stock Option Plan" regarding the vesting of stock options.

                                       12


Aggregate Options Exercised in 2002 and Option Values at December 31, 2002

     The following  table sets forth certain  information  regarding  options to
purchase shares of Common Stock exercised  during the Company's 2002 fiscal year
and the number and value of exercisable  and  unexercisable  options to purchase
shares of Common Stock held at the end of the Company's  2002 fiscal year by the
executive officers of the Company named in the Executive Compensation Table:



                                                  Aggregated Option Exercises in 2002
                                                and Option Values at December 31, 2002
------------------------------------------------------------------------------------------------------------------------------
         (a)                    (b)            (c)                       (d)                               (e)

                                                                Number of Securities               Value of Unexercised
                            Shares                             Underlying Unexercised                  In-the-Money
                          Acquired on         Value             Options at 12/31/02                 Options at 12/31/02
Name                       Exercise       Realized (1)        Exercisable/Unexercisable         Exercisable/Unexercisable(2)
----------------------   -------------  ---------------     -----------------------------     --------------------------------
                                                                                  
A.C. Zucaro                  635,000     $11,182,065 (3)         105,250  /   337,250             $   34,560  /  $ 138,240
John S. Adams                  3,250          64,328              13,675  /    13,125                163,050  /     75,626
Charles S. Boone              15,500         310,522              24,350  /    13,900                197,455  /      4,320
James Kellogg                    -               -                 6,250  /     7,300                 53,756  /      3,024
Spencer LeRoy III             16,875         363,117              78,275  /    56,475                680,301  /     77,700
William A. Simpson               -               -               236,000  /   121,500             $2,247,083  /  $  58,320
==============================================================================================================================


(1)  Value realized is equal to the difference between the fair market value per
     share of Common Stock on the date of exercise and the option exercise price
     per share  multiplied by the number of shares  acquired upon exercise of an
     option.
(2)  Value of  exercisable/unexercisable  in-the-money  options  is equal to the
     difference  between  the fair  market  value per  share of Common  Stock at
     December 31, 2002 and the option exercise price per share multiplied by the
     number of shares subject to options.
(3)  Represents the exercise of options  granted in 1993,  1995,  1997, 1999 and
     2000.  Mr.  Zucaro has not in fact  realized all of this gain since he sold
     only some of the shares he obtained  exercising  these options and retained
     the rest.

Equity Compensation Plan Information at December 31, 2002

     The following  table set forth  certain  information  regarding  securities
authorized for issuance under equity compensation plans as of year end 2002. The
Company only has equity  compensation  plans that were approved by the Company's
shareholders.


                                                      Number of                                     Number of securities
                                                  securities to be                                 remaining available for
                                                issued upon exercise        Weighted-average        future issuance under
                                                   of outstanding          exercise price of      equity compensation plans
                                                  options, warrants       outstanding options,      (excluding securities
Plan Category                                        and rights           warrants and rights      reflected in column (a))
-------------------------------------------    ----------------------    ---------------------    --------------------------
                                                        (a)                      (b)                         (c)
                                                                                         
Equity compensation plans approved
  by security holders...................             4,795,373                  $24.68                    2,440,553

Equity compensation plans not
  approved by security holders..........                 -                        -                           -
                                               ----------------------    ---------------------    --------------------------
       Total............................             4,795,373                  $24.68                    2,440,553
============================================================================================================================


     The  total  number  of  securities  to  be  issued  upon  the  exercise  of
outstanding options, warrants and rights when combined with the remaining number
of securities  available for future issuance under all equity compensation plans
of the Company, may not exceed 6% of the Company's issued and outstanding common
stock as of December 31st of the preceding year.

                                       13


Comparative Five-Year Total Market Returns

     The  following  table,  prepared  on the basis of market and  related  data
furnished by Standard & Poor's Compustat Services,  reflects total market return
data for the most recent  five  calendar  years ended  December  31,  2002.  For
purposes of the presentation, the information is shown in terms of $100 invested
at the close of trading on the last trading day  proceeding the first day of the
fifth  preceding year. The $100 investment is deemed to have been made either in
Old  Republic  Common  Stock,  in the S&P 500 Index of common  stocks,  or in an
aggregate  of the common  shares of the Peer Group of  publicly  held  insurance
businesses  selected by Old  Republic.  In each  instance the  cumulative  total
return assumes  reinvestment  of cash  dividends.  The  information  utilized to
prepare this table has been obtained from sources  believed to be reliable,  but
no representation is made that it is accurate or complete in all respects.


                   Comparison of Five Year Total Market Return
        OLD REPUBLIC INTERNATIONAL CORPORATION vs. S&P 500 vs. Peer Group
                  (For the five years ended December 31, 2002)

















                   Dec 97     Dec 98     Dec 99     Dec 00     Dec 01     Dec 02
                  -------    -------    -------    -------    -------    -------
ORI               $100.00    $ 92.14    $ 57.58    $139.07    $124.33    $126.93
S&P 500            100.00     128.58     155.63     141.46     124.65      97.10
2002 Peer Group    100.00      90.70      74.07     116.03     106.71      91.71

     Peer Group consists of the following publicly held corporations selected by
the Company for its 2002  comparison:  Ace Limited,  American  Financial  Group,
Inc., The Chubb Corporation, Cincinnati Financial Corporation, Fidelity National
Financial,   Inc.,  First  American  Financial   Corporation,   MGIC  Investment
Corporation,  Ohio Casualty Corporation,  Radian Group Inc., SAFECO Corporation,
The St.  Paul  Companies,  Inc.  and XL  Capital  Ltd.  The Peer  Group has been
approved by the  Compensation  Committee  and consists of the same  companies as
last year's Peer Group.

                                       13


                                   PROPOSAL 1
                              ELECTION OF DIRECTORS

     The following tabulation lists all nominees and continuing directors of the
Company.  Four Class 1 directors  are to be elected to hold office for a term of
three years and until their  successors are elected and qualified.  The nominees
are presently Class 1 directors. It is intended that, in the absence of contrary
specifications,  votes will be cast  pursuant  to the  enclosed  proxies for the
election of such nominees. Should any of the nominees become unable or unwilling
to accept  nomination  or election,  it is intended,  in the absence of contrary
specifications,  that the  proxies  will be voted for the balance of those named
and for a substitute nominee or nominees.  However,  the Company now knows of no
reason to anticipate  such an occurrence.  All of the nominees have consented to
be named as nominees and to serve as  directors  if elected.  On March 20, 2003,
the  Board of  Directors,  in  accordance  with  the  Company's  Certificate  of
Incorporation  and By Laws,  added two new  members  to the  Board of  Directors
effective  as of May 1, 2003.  Mr.  John M. Dixon was elected a Class 2 director
and Ms.  Fredricka  Taubitz was elected a Class 3  director.  Mr.  Dixon and Ms.
Taubitz will stand for election,  in due course, with the other members of their
class.


                                                         Positions with Company, Business Experience and
Name                                          Age        Other Directorships
--------------------------------------     ---------     -----------------------------------------------------------
                                                   
Nominees for Election
---------------------

CLASS 1 (Term expires in 2003)

Harrington Bischof                             68        Director   since  1997;   President  of  Pandora   Capital
                                                         Corporation   since   1996;    formerly   Senior   Advisor
                                                         Prudential Securities, Inc.

Anthony F. Colao                               75        Director  since  1987;  retired;   formerly  an  executive
                                                         officer  of a  subsidiary  of the  Company,  for more than
                                                         the past five years.  Prior to being an  officer,  Partner
                                                         with  the  accounting  firm  of  Coopers  &  Lybrand,  now
                                                         PricewaterhouseCoopers LLP.

Kurt W. Kreyling                               81        Director  since 1974;  retired for more than the past five
                                                         years;   formerly  President  and  Treasurer  of  Kreyling
                                                         Company,   wholesaler  of  floor  coverings,   Evansville,
                                                         Indiana.

William G. White, Jr.                          74        Director  since 1993;  retired for more than the past five
                                                         years;  formerly  President of The First  Federal  Savings
                                                         Bank,   Winston-Salem,   North  Carolina;   Consultant  to
                                                         Southern National Bank, Winston-Salem, North Carolina.

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


Continuing Members
------------------

CLASS 2 (Term expires in 2004)

Jimmy A. Dew                                   62        Director  since  1980;  Sales  Group  Manager of  Republic
                                                         Mortgage  Insurance  Company, a subsidiary of the Company,
                                                         for more than the past five years.


                                       15



Continuing Members
------------------
                                                   
(Class 2 Continued)

John M. Dixon                                  63        Director  effective  May 1,  2003;  retired;  director  of
                                                         Armsted  Industries   Incorporated,   Chicago,   Illinois;
                                                         formerly  Chief  Executive  Partner  with  the law firm of
                                                         Chapman   and   Cutler,   Chicago,   Illinois   until  his
                                                         retirement in 2002.

Wilbur S. Legg                                 80        Director  since 1969;  retired for more than the past five
                                                         years;   formerly   partner  of  Lord   Bissell  &  Brook,
                                                         attorneys,  Chicago,  Illinois. Mr. Legg's former firm has
                                                         been  retained by the Company as counsel  during more than
                                                         the last two fiscal years.

John W. Popp                                   80        Director  since  1993;   formerly  Partner  of  KPMG  LLP,
                                                         accountants,  from which he has been retired for more than
                                                         the past five years.

David Sursa                                    77        Director  since 1969;  retired for more than the past five
                                                         years;  formerly  Chairman of the Board,  NBD Bank,  N.A.,
                                                         Muncie, Indiana.

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

Continuing Members
------------------

CLASS 3 (Term expires in 2005)

Peter Lardner                                  71        Director since 1985; retired;  prior to December 31, 2001,
                                                         Chairman of the Board of Bituminous Casualty  Corporation,
                                                         a subsidiary  of the Company,  for more than the past five
                                                         years.

William A. Simpson                             61        Director since 1980;  Senior Vice President of the Company
                                                         and President of Republic Mortgage  Insurance  Company,  a
                                                         subsidiary  of the  Company,  for more  than the past five
                                                         years.

Arnold L. Steiner                              65        Director  since 1974;  retired for more than the past five
                                                         years;  formerly  President of Steiner  Bank,  Birmingham,
                                                         Alabama.

Fredricka Taubitz                              59        Director effective May 1, 2003;  retired;  director of WFS
                                                         Financial,  Inc. Irvine,  California; ex officio member of
                                                         the Business,  Finance,  Audit and Technology Committee of
                                                         the  Los  Angeles   Unified  School   District;   formerly
                                                         Executive  Vice President and Chief  Financial  Officer of
                                                         Zenith National  Insurance Corp.;  prior to that,  Partner
                                                         with  the  accounting   firm  of  Coopers  &  Lybrand  now
                                                         PricewaterhouseCoopers LLP.

A. C. Zucaro                                   63        Director  since  1976;   Chairman  of  the  Board,   Chief
                                                         Executive   Officer  and  President  of  the  Company  and
                                                         various subsidiaries for more than the past five years.

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


                                       16


Board of Directors Recommendation

     The Board of Directors recommends a vote FOR the Class 1 directors that are
listed as nominees.  Proxies  solicited by the Board of Directors  will be voted
for the election of these nominees unless  shareholders  specify to the contrary
in their proxies.

                                VOTING PROCEDURES

     The General  Corporation Law of the State of Delaware specifies that in the
absence of contrary requirements in a corporation's Certificate of Incorporation
or  By-laws,  the votes on  matters at  Shareholders'  Meetings  are  decided as
follows:  (1)  Directors  are  elected by a plurality  of the shares  present in
person or by proxy at the meeting and who are entitled to vote in the  election,
(2) amendments to the Company's  Certificate of Incorporation  are determined by
the  affirmative  vote of the majority of shares of the Company's  capital stock
that is  outstanding  and  entitled  to  vote,  and (3) all  other  matters  are
determined  by the  affirmative  vote of the  majority of the shares  present in
person or by proxy at the  meeting  and who are  entitled to vote on the subject
matter.

     The Company's  Certificate of Incorporation  and By-laws do not require any
different  treatment  for  matters  to be  considered  at the  Company's  Annual
Shareholders' Meeting.

     The Company's  Certificate of  Incorporation  and its By-laws are silent on
the mechanics of voting. As a result,  the General  Corporation Law of the State
of Delaware is controlling. Under Delaware law the votes at the Company's Annual
Shareholders'  Meeting will be counted by the inspectors of election required to
be appointed at the meeting.  The inspectors are charged with  ascertaining  the
number of shares outstanding, the number of shares present, whether in person or
by proxy,  and the validity of all proxies.  The inspectors are entitled to rule
on any voting  challenges and are  responsible  for the tabulation of the voting
results.

     Under Delaware law,  abstentions  are counted in determining  the quorum of
the meeting and as having voted on any proposal on which an abstention is voted.
Therefore,  on those  proposals  which require a plurality vote of the shares at
the meeting that are entitled to vote,  the vote of an abstention has no effect.
However, on those proposals which require an affirmative vote of the majority of
shares  present in person or by proxy at the meeting,  the vote of an abstention
has the effect of a vote against the proposal.

     In the event of a broker non-vote arising from the absence of authorization
by the beneficial  owner to vote on a proposal,  the shares reported are counted
for the  determination  of a quorum for the  meeting but they are not counted as
having  voted on the  proposal  where there is a non-vote.  Therefore,  on those
proposals  which  require a  plurality  or a majority  vote of the shares at the
meeting that are entitled to vote, a non-vote will have no effect.  However,  on
those proposals which require an affirmative  vote of the majority of the shares
outstanding  who are  entitled  to vote,  a  non-vote  has the  effect of a vote
against the proposal.


                  SHAREHOLDER PROPOSALS FOR 2004 ANNUAL MEETING

     In order for a proposal by a  shareholder  of the Company to be included in
the Company's  proxy  statement and form of proxy for the 2004 Annual Meeting of
Shareholders,  the  proposal  must be  received  by the  Company  no later  than
December 1, 2003.


                                  OTHER MATTERS

     The Company knows of no matters, other than those referred to herein, which
will be presented at the meeting.  If, however,  any other appropriate  business
should  properly be presented at the meeting,  the proxies named in the enclosed
form of proxy will vote the proxies in accordance with their best judgment.


                            EXPENSES OF SOLICITATION

     All expenses incident to the solicitation of proxies by the Company will be
paid by the  Company.  In  addition  to  solicitation  by mail,  the Company has
retained D. F. King & Company of New York City, to assist in the solicitation of
proxies,  including delivery of proxy materials.  Fees for this solicitation are
expected to be approximately  $5,000. The Company intends to reimburse brokerage
houses  and  other   custodians,   nominees  and   fiduciaries   for  reasonable

                                       17


out-of-pocket expenses incurred in forwarding copies of solicitation material to
beneficial  owners of Common Stock held of record by such persons.  In a limited
number of  instances,  regular  employees of the Company may solicit  proxies in
person or by telephone.


By order of the Board of Directors.

                                                            SPENCER LEROY III
                                                            Secretary
Chicago, Illinois
April 1, 2003


                                       18