Notice of the Annual Meeting of Shareholders
                             To be held May 28, 2004


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
28,  2004 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 2 directors;

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


     Shareholders  of record at the close of  business on March 22, 2004 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 2003 is being  mailed to all
shareholders of record with this Notice and the Proxy Statement.


     By order of the Board of Directors.


                                                    SPENCER LEROY III
                                                    Secretary

Chicago, Illinois
April 1, 2004



                                 Proxy Statement
                     OLD REPUBLIC INTERNATIONAL CORPORATION
                         ANNUAL MEETING OF SHAREHOLDERS
                                  May 28, 2004


                               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 28, 2004 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, 2004.

     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 one class of stock  outstanding,  Common  Stock,  $1.00 par
value per share ("Common Stock").  On February 16, 2004,  181,721,548  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 22, 2004 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 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 Common
Stock beneficially owned as of March 1, 2004 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 of    Old Republic International Corporation      9,685,365 (1)            5.3
more than 5% of the Common Stock         Employees Savings and Stock
(excluding directors)                    Ownership Plan
                                         Messrs. Kreyling, Legg, Steiner and
                                         Zucaro as members of  The
                                         Executive 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      Harrington Bischof               -               -                 16,192(3)           16,192      **
 executive           Anthony F. Colao              63,000                              165,083             228,083      0.1
 officers'           Jimmy A. Dew                 527,625         113,423 (2)          436,431(4)        1,077,479      0.6
 beneficial          John M. Dixon                    -               -                  4,686               4,686      **
 ownership           James Kellogg                 23,715          24,943 (2)          300,450             349,108      0.2
                     Kurt W. Kreyling                 -               -                539,026(5)          539,026      0.3
                     Peter Lardner                  7,500           5,919 (2)          194,703(6)          208,122      0.1
                     Wilbur S. Legg                   -               -                 70,224(7)           70,224      **
                     Spencer LeRoy III            214,313           8,532 (2)           46,178(8)          269,023      0.1
                     John W. Popp                     -               -                 15,000              15,000      **
                     William A. Simpson           557,250          58,264 (2)          256,590(9)          872,104      0.5
                     Arnold L. Steiner                -               -              1,417,453(10)       1,417,453      0.8
                     Fredricka Taubitz                -               -                  3,000               3,000      **
                     William G. White, Jr.            -               -                 69,768              69,768      **
                     Rande K. Yeager               42,038          11,521                  -                53,559      **
                     A. C. Zucaro                 750,375         192,087 (2)          611,314           1,553,776      0.9

                     All executive officers and
                     directors, as a group (18) 2,259,316         439,789            4,154,760           6,853,865      3.7
 =============================================================================================================================


*    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 shares of which have been
     allocated to the  participant's  account.  The  Executive  Committee of the
     Company,  pursuant to the ESSOP,  is  authorized  to vote the Company stock
     held by the  ESSOP  until  such time as the  shares of such  stock has been
     allocated  to a  participant's  account  or  where a  participant  fails to
     exercise his or her voting rights.  Additionally,  the Executive  Committee
     may be deemed to have  investment  power with  respect to stock held by the
     ESSOP.  The  Executive  Committee  is composed of Messrs.  Kreyling,  Legg,
     Steiner  and  Zucaro.  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 Executive Committee. 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 6,750 shares held in trust for Mr. Bischof's benefit.

(4)  Includes 168,850 shares owned by Mr. Dew's wife.

(5)  Includes 535,713 shares owned by or in trust for Mr. Kreyling's wife of
     which Mr. Kreyling disclaims beneficial ownership.

                                       2


(6)  Includes  114,257 shares held in a living trust of which Mr. Lardner's wife
     is the trustee and for which Mr. Lardner disclaims beneficial ownership.

(7)  Includes  64,332  shares  held in trust for Mr.  Legg's  benefit  and 5,892
     shares held in trust for Mrs.  Legg's  benefit of which Mr. Legg  disclaims
     beneficial ownership.

(8)  Includes 13,294 shares held in trust for Mr. LeRoy's benefit.

(9)  Includes 107,719 shares owned by Mr. Simpson's wife.

(10) Includes 216,190 shares owned by Mr. Steiner directly,  17,881 shares owned
     by Mr. Steiner's wife directly,  36,346 shares held in a trust of which Mr.
     Steiner is trustee  for his  mother,  424,625  shares held in trust for Mr.
     Steiner's children,  651,450 shares held by a limited liability corporation
     of which Mr.  Steiner  is both an equity  owner  and a manager  and  72,961
     shares held by a foundation of which Mr. Steiner is a trustee.



      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  ("SEC").  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, 2003 all reports required by Section 16(a) have been properly
filed.

               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
2003.

     Eight  of  the  Company's  thirteen  current  Directors  have  no  material
relationships  with  the  Company,  apart  from  their  directorships,  and  are
independent, as that term is used in Section 303A.02 of the Listing Standards of
the New York Stock Exchange ("NYSE").  All eight meet an additional  requirement
for  independence  imposed  by the  Company  -- that  they  never  have held any
management position with the Company or any of its subsidiaries. The independent
Directors have selected from among themselves a Lead Director and will meet on a
regular basis during 2004 in executive  sessions apart from the  non-independent
Directors  and  management.  The Lead  Director  position  will rotate among the
independent  Directors  for  terms not  exceeding  two  years  each.  His or her
successor  will be  nominated  by the  Nominating  Committee  and elected by the
independent Directors.  The current Lead Director is Wilbur Legg. Any interested
party  wishing to  express  concerns  to the Lead  Director  or the  independent
Directors may do so by writing to:


         Old Republic International Corporation
         307 North Michigan Avenue
         Chicago, Illinois 60601

The Company's  Secretary will promptly  forward all such  correspondence  to the
Lead Director.

                                       3


Directors' Compensation

     Directors of the Company  receive an annual retainer of $28,800 plus $2,400
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  $2,400 for each meeting  they attend,  as members,  of the
Board or a  Committee  of the  Company,  other than  meetings  of the  Executive
Committee.  Mr. Popp as Chairman of the Audit  Committee  was paid an additional
retainer of $5,000 during 2003. Mr. Colao  received  $120,000 under a Consulting
Agreement with the Company during 2003 for services following his retirement.

Board Committees

     The Board of Directors has four 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  is also
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 Plans. The
Committee,  which is currently composed of Messrs.  Kreyling, Legg, Steiner, and
Zucaro,  met four times during 2003 and took action by unanimous written consent
twice. Mr. Zucaro is Chairman of the Committee.

     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.  While  information  appearing  on  the  Company's  website  is  not
incorporated by reference in this Proxy statement,  the Committee's  charter may
be viewed on the Company's  website at  www.oldrepublic.com.  Printed copies are
available  to  shareholders  of the  Company  upon  request.  During  2003,  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. On June 29, 2003, Mr. Sursa passed away. Mr Popp
was the Committee  Chairman  throughout the year.  Each member was considered in
the judgment of the Company's Board of Directors to be independent, as that term
is used in paragraph  (b)(1)(ii) of the SEC's Rule 10A-3 and Section  303A.02 of
the NYSE's Listing Standards.  No member served on the audit committees of three
or more unrelated  publicly held  companies.  Two members of the Committee,  Mr.
Popp and Ms. Taubitz,  each qualify in the judgment of the Board of Directors as
an audit committee  financial expert, as that term is used in Item 401(h) of the
SEC's Regulation S-K.

     For the year ended December 31, 2003, 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 aggregate
fees billed to the Company by PwC for professional services during 2003 and 2002
were:

    Type of Fees                           2003                   2002
    ------------                      ---------------        ---------------
    Audit Fees...................       $ 1,808,879            $ 1,430,778
    Audit Related Fees...........           351,163                281,025
    Tax Fees.....................               -                      -
    All Other Fees...............             8,145                   -
                                      ---------------        ---------------
       Total.....................       $ 2,168,187            $ 1,711,803
                                      ===============        ===============


     The term "Audit Fees" refers to fees for professional  services rendered by
PwC for the audit of the Company's  annual  financial  statements  and review of
financial statements included in the Company's Forms 10-Q and services that  are

                                       4


normally provided by PwC in connection with statutory and regulatory  filings or
engagements  for those fiscal  years.  "Audit  Related  Fees" refers to fees for
assurance  and  related  services  by PwC that  are  reasonably  related  to the
performance of the audit or review of the Company's financial statements and are
not reported  under "Audit Fees" and  consisted  primarily of fees for actuarial
opinions  required  for  regulatory  purposes of insurance  subsidiaries'  claim
reserves,  audits of employee  benefit  plans and  assistance  in certain  state
insurance  department  examinations.  "Tax Fees" refers to fees for professional
services  rendered by PwC for tax compliance,  tax advice and tax planning.  The
term "All Other Fees" refers to fees for products and services  provided by PwC,
other than those  reported  under the preceding  categories,  and consisted of a
charge for utilizing certain software for the Company's Canadian operations.

     The  Charter  of the Audit  Committee  requires  that the  Audit  Committee
pre-approve  all  non-audit  work to be performed by the  Company's  independent
auditors.  In determining  whether to approve non-audit services to be performed
by the audit firm,  the Audit  Committee  will consider  whether the services in
question  facilitate  the  performance  of the  audit,  improves  the  Company's
financial  reporting  process or is otherwise  in the  Company's or the public's
interest.  All (100%) of the Audit-Related Fees and All Other Fees billed to the
Company in 2002 and 2003 were  approved by the Audit  Committee  pursuant to the
pre-approval  waiver   requirements  of  Rule   2-01(c)(7)(i)(C)  of  the  SEC's
Regulation S-X. The Audit Committee has determined that these other services and
products  rendered by PwC were 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 2004.


                           AUDIT COMMITTEE REPORT 2003

     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 2003.  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.

     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 2003
filed with the Securities and Exchange Commission.

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

                                       5


     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.  While information appearing on the Company's website is
not incorporated by reference in this Proxy statement,  the Committee's  charter
may be viewed on the Company's  website at  www.oldrepublic.com.  Printed copies
are available to shareholders  upon request.  The Committee is composed of five,
non-employee Directors,  Messrs. Bischof, Dixon, Kreyling, Legg, and Steiner, 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 four times during 2003.

      OLD REPUBLIC INTERNATIONAL CORPORATION CORPORATE GOVERNANCE OVERVIEW

     For several years the Company has been guided by many of the  principles of
director  independence  and  qualifications  now required by the rules  recently
adopted  by  the  SEC  and  NYSE.   Subsequent  to  the  promulgation  of  these
regulations,  the Company codified a number of its existing governance practices
and adopted all additional  practices  required by the new rules.  The Company's
policy  defining  Director  independence  is even  more  stringent  than the new
regulations dictate inasmuch as it requires that its independent Directors never
have held any management position with the Company or its subsidiaries. Eight of
its current thirteen Directors meet this criteria for independence.

     The Audit,  Compensation  and  Nominating  Committees of the Board are each
standing committees comprised entirely of independent  Directors who possess the
professional qualities set forth by the new regulations.  Six of its independent
Directors  are  substantial  long-term  private  investors in the  Company.  The
Company's  Board of Directors has a Lead Director who will chair meetings of the
independent Directors beginning in 2004.

     While information appearing on the Company's website is not incorporated by
reference  in  this  Proxy  statement,   the  Company's   Corporate   Governance
Guidelines,  Code of Ethics  for the  Principal  Executive  Officer  and  Senior
Financial Officers and its Code of Business Conduct and Ethics, may be viewed on
line  on the  Company's  website  at  www.oldrepublic.com.  Printed  copies  are
available to shareholders upon request.

     Shareholders of the Company may communicate  with the Board of Directors as
a whole or with any individual  Director.  The communications must be in writing
and  sent  in care of the  Company's  Secretary  at the  Company's  office.  The
Secretary will forward the  communications to the intended  recipient as soon as
they are received.

               CONSIDERATION AND EVALUATION OF DIRECTOR CANDIDATES

     The Company's Board of Directors views its primary mission as (a) rewarding
its shareholders by establishing policies whose objectives are to grow corporate
earnings  and  shareholders  equity  over  the long  term,  and  increasing  the
Company's regular dividend payout;  and (b) overseeing the Company's  businesses
in a sound,  conservative  manner  to assure  their  profitable  growth  and the
capacity to honor their just  obligations to assureds and  beneficiaries  of the
Company's insurance contracts.

     Currently the Board is composed of thirteen persons of whom eight are
independent. The Company has as a longer term objective further reducing the
size of its Board of Directors to nine to eleven persons while maintaining or
increasing the number of independent Directors.

     When the Board of Directors considers new director candidates, it seeks
strong candidates who, ideally, meet all the standards of director independence,
including the Company's and are, or have been, senior executives of large
institutions who have significant business, financial, accounting and/or legal
backgrounds related to the Company's business, markets and/or clients. The Board
will consider any such strong candidate provided he or she possesses the
following personal characteristics: (i) business and professional community
respect for his or her integrity, ethics, principles, insights and analytic
ability; and (ii) ability and initiative to frame insightful questions, to speak
out when appropriate and challenge questionable assumptions and to disagree in a
constructive fashion.

                                       6


     The Company is  comprised of four  principal  insurance  segments,  each of
which is broadly diversified  geographically.  Each business is highly regulated
by agencies of the several states and the federal  government as to its business
operations and accounting  practices.  In part as the result of the  specialized
nature of its businesses and their regulations, it is the Company's view that at
least two to four years are  normally  required  for a new  Director  to develop
sufficient  knowledge of the business to become a fully productive and effective
contributor to the Company's  governance.  Reflecting  this,  each Director must
agree to serve one or more three-year  terms on both the Company's Board and the
board of one or more of its  subsidiaries  and a number  of their  corresponding
committees.  The  commitment  of a substantial  expenditure  of time for meeting
preparation, meetings and travel is essential to the performance of a Director's
responsibilities.

     Owing  to  the  inherently  long-term  nature  of  much  of  the  Company's
businesses,  a  demonstrated  long-term  orientation  in a candidate's  business
dealings is considered very important.  A nominee must commit to acquiring,  and
retaining during his or her tenure on the Board, a substantial  ownership in the
Company's common stock. Similarly, no Director may have any conflict of interest
with the Company or any of its  subsidiaries  which would affect the  Director's
judgment in dealing with their affairs.

     In addition to the above minimum criteria,  the Nominating  Committee seeks
additional  background  qualities  or  experience  such  as a  certified  public
accountancy  with  responsibilities  in audit  practice,  experience as a senior
financial  officer in an  insurance or financial  institution  with  revenues in
excess of $100 million, relevant background in insurance or corporate securities
law or  other  qualities  resulting  from an  individual's  business  management
experience.

     The Nominating  Committee evaluates and proposes candidates to the Board at
large for approval and slating. It is the policy of the Nominating  Committee to
consider director candidates  nominated by shareholders.  Any name presented for
consideration  must  be  submitted  to the  Lead  Director  with  a copy  to the
Secretary of the  Corporation  for its records no later than 120 days before the
anniversary  of the date of the Company's  last  previous  proxy  statement.  It
should be accompanied by a brief description of the person's qualifications plus
additional  sources of relevant  information  which will assist the Committee in
its investigation of the person's background and qualifications.  All candidates
nominated by the shareholders will be evaluated on the basis of the same minimum
criteria and additional  background  qualifications  and  experience  enumerated
above. A candidate who does not satisfy the minimum  criteria  enumerated  above
will not be  nominated  by the  Nominating  Committee  to the  Board.  Given the
long-term nature of the Company's business,  nominees should not be presented if
they are regarded simply as representatives of a particular shareholder or group
of shareholders with a short-term orientation.

     The  Company  does not  require  its Board of  Directors  to attend  annual
meetings of its shareholders.  The meetings are conducted by the Chairman of the
Board, who represents the entire Board for purposes of such meetings.

     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 and is subject to an annual performance evaluation. The Committee operates
pursuant  to a  written  charter  approved  by the  Board  of  Directors.  While
information  appearing on the Company's website is not incorporated by reference
in this Proxy statement,  the Committee's charter may be viewed on the Company's
website at  www.oldrepublic.com.  Printed  copies are available to  shareholders
upon request.  During 2003,  the  Committee was composed of seven,  non-employee
Directors,  Messrs. Bischof, Dixon, Kreyling, Legg, Popp, Steiner and White. Mr.
Steiner 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 once during 2003.

                                       7


           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
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 18 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  operating 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.

                                       8


     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, over which the
Company, its Board, and management have little control.

     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.

                                       9


     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
should be 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
                                  2001 to 2003

-----------------------------------------------------------------------------------------------------------------------------
                                                       Amounts                                     % of Change
                                     -----------------------------------------    -------------------------------------------
                                         2003          2002           2001        2003 vs. 2002  2002 vs. 2001  2003 vs. 2001
                                     ------------  ------------   ------------    -------------  -------------  -------------
                                                                                              
 Company Performance Indicators (a)
 ($ in Millions)
 Consolidated assets                  $  9,172.3    $  8,715.4     $  7,920.2          11.4%          10.0%          22.6%
 Common shareholders' equity             3,553.6       3,155.8        2,783.7          12.6%          13.4%          27.7%
 Net revenues                            3,285.8       2,756.4        2,373.4          19.2%          16.1%          38.4%
 Net operating income                      447.2         383.8          330.7          16.5%          16.1%          35.2%
 Net income                           $    459.8    $    392.9     $    346.9          17.0%          13.3%          32.5%
 Percent return on equity                   14.6%         14.1%          14.2%          3.5%          -0.7%           2.8%
 Per Share Data
 (in dollars and cents):
 Book value at end of year            $    19.57    $    17.45     $    15.60          12.1%          11.8%          25.4%
 Net operating income (diluted)             2.44          2.11           1.83          15.6%          14.9%          33.3%
 Net income (diluted)                 $     2.51    $     2.16     $     1.92          16.2%          12.2%          30.7%

 ============================================================================================================================
 CEO Compensation (b)
 (Whole Dollars)
 1. Cash compensation
     a.   Base salary                 $  620,000    $  590,000     $  563,333           5.1%           4.7%          10.1%
     b.   Incentive                      510,167       327,058        221,980          56.0%          47.3%         129.8%
     c.   Directors fees & other          67,061        52,782         56,875          27.1%          -7.2%          17.9%
                                      -----------   -----------    -----------     ------------   ------------   ------------
     d.   Total Cash Compensation      1,197,228       969,840        842,188          23.4%          15.2%          42.2%

 2. Deferred incentive compensation      515,117       331,585        226,930          55.3%          46.1%         127.0%
                                      -----------   -----------    -----------     ------------   ------------   ------------
 Incentive stock options:
 3. Valued at 5% appreciation:         3,139,857     3,384,360      2,713,536          -7.2%          24.7%          15.7%
 4. Valued at 10% appreciation:        7,924,401     8,541,480      6,848,448          -7.2%          24.7%          15.7%
                                      -----------   -----------    -----------     ------------   ------------   ------------
 5. Total cash & deferred
    compensation, including options,
    if any, valued at:

 6. 5% appreciation (1d. + 2 + 3)      4,852,202     4,685,785      3,782,654           3.6%          23.9%          28.3%
 7. 10% appreciation (1d. + 2 + 4)    $9,636,746    $9,842,905     $7,917,566          -2.1%          24.3%          21.7%
                                      -----------   -----------    -----------     ------------   ------------   ------------
 ============================================================================================================================


(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 is 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 14.)

                                       10


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  Plans:  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  makes the sole  determination  with regard to the CEO's  performance,
eligibility and award.  After  continuing 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 any one year's pool  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 20 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  operating centers.  Such
plans provide for the achievement of certain financial results and objectives as
to each such subsidiary or operating center. Messrs. Kellogg, Simpson and Yeager
do not participate in the Company's  KEPRP.  Rather,  they  participate in KEPRP
plans applicable to the  subsidiaries and operating  centers with which they are
principally  associated.  Each of these plans operates in the same basic fashion
as the Company's KEPRP. The pools for each plan,  including the Company's KEPRP,
are established according to detailed formulas that take into account the annual
increase  in  earnings,  the  return on  equity  in  excess of a minimum  target
percentage,  and other factors pertinent to each operating center. Each separate
subsidiary's or operating center's plan has a cash and deferred element,  except
for a few  separate  plans of  transaction  - driven  businesses,  such as title
insurance, which have historically been cash basis plans.

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  and direction 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 Corporation's Stock Option Plan (the "Plan")
was  approved  by the  Company's  shareholders  in 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.

                                       11


     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.
Accordingly, the total of each year's option grants and the number of previously
granted  unexercised  options  at the date of grant may not  exceed 6% of common
stock outstanding at any date of grant.

     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% 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
at the end of the year of the grant,  and  thereafter,  annually at the rates 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.  With respect to options granted prior
to 2004,  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  participating  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 or its subsidiaries.
The vesting  acceleration  price was 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. The vesting  acceleration  price provision
has been eliminated for options granted in 2004 and subsequent years.

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 a maximum of 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
contribution  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 55 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 or
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 and subject to minimum
distribution  requirements  set out in Treasury  regulations  under the Internal
Revenue Code. At the election of the participant, benefits derived from employer
contributions are payable either in cash or the Company's Common Stock.

                                       12



RMIC  Profit-Sharing  Plan ("Profit Sharing Plan"): Mr. Simpson  participates 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
                                           Arnold L. Steiner, Chairman
                                           Harrington Bischof
                                           John M. Dixon
                                           Kurt W. Kreyling
                                           Wilbur S. Legg
                                           John W. Popp
                                           William G. White, Jr.

                                       13




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 four other most highly  compensated  executive
officers of the Company for services  rendered in all capacities  during each of
the  Company's  fiscal years ended  December 31,  2003,  2002 and 2001:


                           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                        2003             $ 677,700         $1,020,334            277,500            $ 14,311
President & Chief                  2002               635,021            654,116            255,000              12,288
Executive Officer                  2001               612,204            443,960            240,000              12,954

James Kellogg (5)                  2003               326,667            175,000              7,500              14,701
Senior Vice President              2002               244,167            105,000              6,000              13,284
General Insurance

Spencer LeRoy III                  2003               352,866            243,098             41,250              10,842
Senior Vice President,             2002               339,695            235,902             37,500              10,873
Secretary & General                2001               330,408            178,318             37,500              10,855
Counsel

William A. Simpson                 2003               310,858            850,000             82,500              39,535  (6)
Senior Vice President              2002               292,700            910,000             75,000              39,698  (6)
Mortgage Guaranty                  2001               292,610          1,075,524            101,250              32,854  (6)

Rande K. Yeager (7)                2003             $ 252,950         $  675,000             15,000            $ 11,398
Senior Vice President
Title Insurance
----------------------------------------------------------------------------------------------------------------------------


(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.  Mr. Yeager does not
     participate in the Company's KEPRP. Rather, the Old Republic National Title
     Group maintains a plan that is similar to the Company's Plan but which does
     not defer any part of the award granted.

(3)  Number of shares of Common Stock subject to options granted during the year
     indicated, as adjusted for the Company's 2003 stock dividend (split).

(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 2003,  the Company's  matching
     contribution  for each executive  officer was $4,950 except for Mr. Simpson
     who elected not to  participate  in the ESSOP.  For 2003,  $5,069,  $1,242,
     $2,332,  $1,346 and $1,290 were  attributed to the  compensation of Messrs.
     Zucaro,  Kellogg, LeRoy, Simpson and Yeager,  respectively,  for group term
     life  insurance  premiums paid by the Company under a program  available to
     all of its employees.  For 2003, $7,375,  $9,173 and $5,158 were attributed
     to Messrs.  Kellogg's,  Simpson's and Yeager's compensation,  respectively,
     for usage of vehicles  provided to them. For 2003, $4,726 was attributed to
     Mr. Simpson's compensation for a health reimbursement program RMIC sponsors
     for all of its employees.

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

(6)  Includes  $17,000 as the vested amount  accrued for Mr. Simpson in the RMIC
     Profit Sharing Plan for 2001 and $20,000 for 2002 and 2003.

(7)  Mr. Yeager became an executive officer of the Company on March 21, 2003.

                                       14


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, 2003, at age 65
after specified years of service:


      Highest Average
    Annual Earnings of                                     Estimated Annual Retirement Income for
     The 5 Consecutive                                     Representative Years Credited Service*
   Plan Years Out of the      -----------------------------------------------------------------------------------------------
    Last 10 Plan Years                             10               15               20              25               30
  -----------------------                     ------------     ------------    -------------    ------------    -------------
                                                                                                 
        $ 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  $165,000 - - the maximum benefit
allowed  by law for a  qualified  plan in 2004 - - would  only be  payable  to a
qualified participant under the Old Republic  International  Corporation or RMIC
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, 2003,  Mr.  Zucaro was  credited  with 26 years of service,  Mr.
Kellogg was credited  with 25 years of service,  and Mr. LeRoy was credited with
10 years of service,  for purposes of the Plan. Mr. Yeager does not  participate
in the Plan as employees of the Old Republic National Title Group participate in
the Old Republic  National Title Group (ORNTG) Plan instead of the Company Plan.
The ORNTG Plan operates in the same basic  fashion as the Company's  Plan except
that benefits are calculated  differently.  The monthly  benefit is 1.20% of the
participants   Final  Average  Monthly   Earnings  up  to  the  Social  Security
Integration Level times the participant's years of credited service limited to a
maximum of 30 years. At December 31, 2003, Mr. Yeager was credited with 15 years
of service and his highest  average annual earnings for the purpose of this plan
was approximately  $486,380. Mr. Simpson did not participate in the plan because
employees of RMIC / Republic Mortgage  Insurance  Company (RMIC)  participate in
the RMIC Profit-Sharing Plan instead of the Company Plan.

     At December 31, 2003, the highest  average annual  earnings for purposes of
the above computations  under the Company Plan were  approximately  $573,667 for
Mr. Zucaro, $237,966 for Mr. Kellogg and $326,667 for Mr. LeRoy. The differences
between  such  amounts  and the Annual  Compensation  amounts  shown for Messrs.
Zucaro,  Kellogg,  LeRoy and Yeager in the Summary Compensation Table on page 14
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.

                                       15


     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, 2003,  Messrs.  Zucaro and LeRoy are the only  approved  executive
officers who qualified 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,  2003,  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 2003

     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  2003 fiscal
year:


                                                       Option Grants in 2003
-------------------------------------------------------------------------------------------------------------------------------
          (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 2003          Price          Date                5%                 10%
-------------------------    ------------    -----------     -----------    -----------      --------------      --------------
                                                                                               
A. C. Zucaro                     277,500          14.99         $ 17.96       12/31/12         $ 3,139,857         $ 7,924,401
James Kellogg                      7,500           0.41           17.96       12/31/12              84,861             214,173
Spencer LeRoy III                 41,250           2.23           17.96       12/31/12             466,736           1,177,952
William A. Simpson                82,500           4.46           17.96       12/31/12             933,471           2,355,903
Rande K. Yeager                   15,000           0.81         $ 17.96       12/31/12         $   169,722         $   428,346
===============================================================================================================================

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

                                       16


Aggregate Options Exercised in 2003 and Option Values at December 31, 2003

     The following  table sets forth certain  information  regarding  options to
purchase shares of Common Stock exercised  during the Company's 2003 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  2003 fiscal year by the
executive officers of the Company named in the Executive Compensation Table:


                                                 Aggregated Option Exercises in 2003
                                                and Option Values at December 31, 2003
------------------------------------------------------------------------------------------------------------------------------
         (a)                 (b)             (c)                         (d)                               (e)

                                                                Number of Securities                Value of Unexercised
                            Shares                             Underlying Unexercised                  In-the-Money
                          Acquired on        Value               Options at 12/31/03                Options at 12/31/03
Name                       Exercise        Realized           Exercisable/Unexercisable         Exercisable/Unexercisable(1)
----------------------  --------------  ---------------     -----------------------------     --------------------------------
                                                                                  
A. C. Zucaro                   -              -                   264,750  /  676,500            $1,619,858  /   $4,318,493
James Kellogg                  -              -                    11,820  /   16,005               129,046  /      102,967
Spencer LeRoy III              -              -                   140,625  /  102,750             1,648,946  /      657,394
William A. Simpson             -              -                   390,375  /  228,375             4,799,741  /    1,477,946
Rande K. Yeager                -              -                    19,313  /   30,937            $  169,443  /   $  198,980
==============================================================================================================================

(1)  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, 2003 and the option exercise price per share multiplied by the
     number of shares subject to options.

Equity Compensation Plan Information at December 31, 2003

     The following  table sets forth certain  information  regarding  securities
authorized for issuance under equity compensation plans as of year end 2003. 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...................            8,374,477                 $17.05                    2,521,892

 Equity compensation plans not
   approved by security holders..........                -                       -                           -

                                               ----------------------   ---------------------    ---------------------------
        Total............................            8,374,477                 $17.05                    2,521,892
 ===========================================================================================================================


     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.

                                       17


Comparative Five-Year Total Market Returns

     The  following  table,  prepared  on the basis of market and  related  data
furnished  by Standard & Poor's  Total  Return  Service,  reflects  total market
return data for the most recent five calendar years ended December 31, 2003. For
purposes of the presentation, the information is shown in terms of $100 invested
at the close of trading on the last trading day  preceding  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, 2003)

















                  Dec 98     Dec 99     Dec 00     Dec 01     Dec 02     Dec 03
                ---------  ---------  ---------  ---------  ---------  ---------
ORI              $100.00    $ 62.49    $150.94    $134.94    $137.76    $196.03
S&P 500           100.00     121.04     110.02      96.95      75.52      97.18
2003 Peer Group   100.00      81.67     127.93     117.66     101.12     126.62

     Peer Group consists of the following publicly held corporations selected by
the Company for its 2003  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.

                                       18


                                   PROPOSAL 1
                              ELECTION OF DIRECTORS

     The following tabulation lists all nominees and continuing Directors of the
Company.  Four Class 2 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 2 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.

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

CLASS 2 (Term expires in 2004)

Jimmy A. Dew                                      63             Director  since  1980;  Sales  Group  Manager of  Republic
                                                                 Mortgage  Insurance  Company, a subsidiary of the Company,
                                                                 for more than the past five years.

John M. Dixon                                     64             Director  since May 1, 2003;  retired;  director of Amsted
                                                                 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                                    81             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                                      81             Director   since  1993.   Until  1982,   Partner  with  the
                                                                 accounting firm of KPMG LLP.

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

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

CLASS 3 (Term expires in 2005)

Peter Lardner                                     72             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                                62             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                                 66             Director  since 1974;  retired for more than the past five
                                                                 years;  formerly  President of Steiner  Bank,  Birmingham,
                                                                 Alabama.


                                       19



Continuing Members  (Cont'd)
----------------------------
                                                           
CLASS 3 (Term expires in 2005)

Fredricka Taubitz                                 60             Director  since May 1, 2003;  Until 2000,  Executive  Vice
                                                                 President and Chief  Financial  Officer of Zenith National
                                                                 Insurance  Corp.  Until 1985,  Partner with the accounting
                                                                 firm of  Coopers &  Lybrand,  now  Pricewaterhouse-Coopers
                                                                 LLP.

A. C. Zucaro                                      64             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.

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

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

CLASS 1 (Term expires in 2006)

Harrington Bischof                                69             Director   since  1997;   President  of  Pandora   Capital
                                                                 Corporation   since   1996;    formerly   Senior   Advisor
                                                                 Prudential Securities, Inc.

Anthony F. Colao                                  76             Director  since  1987;  retired;   formerly  an  executive
                                                                 officer of a subsidiary of the Company,  for more than the
                                                                 past five years.  Until 1987,  Partner with the accounting
                                                                 firm of Coopers & Lybrand, now PricewaterhouseCoopers LLP.

Kurt W. Kreyling                                  82             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.                             75             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.

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


Board of Directors Recommendation

     The Board of Directors recommends a vote FOR the Class 2 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.

                                       20


     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 2005 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 2005 Annual Meeting of
Shareholders,  the  proposal  must be  received  by the  Company  no later  than
December 3, 2004.

                                  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  $5,500. The Company intends to reimburse brokerage
houses  and  other   custodians,   nominees  and   fiduciaries   for  reasonable
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, 2004

                                       21