Notice of the Annual Meeting of Shareholders

                             To be held May 27, 2005


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 2200 at the offices of
the Company, 307 North Michigan Avenue, Chicago,  Illinois 60601, on Friday, May
27,  2005 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 3 directors;

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


     Shareholders  of record at the close of  business on March 21, 2005 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 2004 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, 2005


                                 Proxy Statement
                     OLD REPUBLIC INTERNATIONAL CORPORATION
                         ANNUAL MEETING OF SHAREHOLDERS
                                  May 27, 2005


                               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 27, 2005 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, 2005.

     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, 2005,  182,614,298  shares of
Common  Stock were  outstanding  and  entitled  to one vote each on all  matters
considered at the meeting. Shareholders of record as of the close of business on
March 21, 2005 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, 2005 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   Franklin Mutual Advisors, LLC.                 13,065,616 (1)            7.2
more than 5% of the Common Stock        51 John F Kennedy Parkway
(excluding directors)                   Short Hills, NJ  07078

                                        Franklin Resources, Inc.                        9,718,875 (1)            5.3
                                        One Franklin Parkway
                                        San Mateo, California  94403-1906

                                        Inter Capital Company of Chicago as the
                                        trustee of the
                                        Old Republic International Corporation          9,408,066 (2)            5.2
                                        Employees Savings and Stock
                                        Ownership Plan
                                        Messrs. Bischof,  Legg, Popp, 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(4)          16,192      **
 executive           Jimmy A. Dew                  487,500          114,925 (3)          436,431(5)       1,038,856      0.6
 officers'           John M. Dixon                    -                -                   4,785              4,785      **
 beneficial          James Kellogg                  27,485           25,463 (3)          300,450            353,398      0.2
 ownership           Peter Lardner                   7,500            5,801 (3)          132,943(6)         146,244      0.1
                     Wilbur S. Legg                   -                -                  70,224(7)          70,224      **
                     Spencer LeRoy III             231,500            8,709 (3)           46,178(8)         286,387      0.2
                     Karl W. Mueller                 3,000             -                   1,000              4,000      **
                     John W. Popp                     -                -                  15,332             15,332      **
                     William A. Simpson            591,000           60,310 (3)          255,856(9)         907,166      0.5
                     Arnold L. Steiner                -                -               1,308,446(10)      1,308,446      0.7
                     Fredricka Taubitz                -                -                   4,000              4,000      **
                     Charles  F. Titterton            -                -                   2,230              2,230      **
                     Dennis Van Mieghem               -                -                   1,300              1,300      **
                     William G. White, Jr.            -                -                  69,768             69,768      **
                     Rande K. Yeager                47,025           11,761 (3)            1,000             59,786      **
                     A. C. Zucaro                  858,750          196,095 (3)          611,314          1,666,159      0.9

                     All executive officers and
                     directors, as a group (19)  2,346,710          448,788            3,286,111          6,081,609      3.3
 =============================================================================================================================


*    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)  Reflects the number of shares shown in the most recent Schedule 13G filings
     with the  Securities  and Exchange  Commission  through  February 15, 2005.
     Franklin Mutual Advisers,  LLC., a subsidiary of Franklin  Resources,  Inc.
     reports that it has advisory  contracts  pursuant to which Franklin  Mutual
     Advisors, LLC is granted investment and voting powers over these securities
     and for Rule 13d-3 purposes may be considered the beneficial owner of these
     shares.  Both entities  state that the voting and  investments  of each are
     exercised independently.

(2)  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

                                       2


     ESSOP. The Executive Committee is composed of Messrs.  Bischof, Legg, Popp,
     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.

(3)  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.

(4)  Includes 6,750 shares held in trust for Mr. Bischof's benefit.

(5)  Includes 167,577 shares owned by Mr. Dew's wife.

(6)  Includes  81,897 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,  422,625  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. Excludes 72,961
     shares  held by the  Steiner  Foundation  for which Mr.  Steiner  disclaims
     beneficial ownership.


      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, 2004 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
2004.

     Nine  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 nine 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 as determined by the Board of Directors,  are Messrs.  Bischof, Dixon,
Legg,  Popp,  Steiner,  Titterton,  Van  Mieghem,  White  and Ms.  Taubitz.  The
independent  Directors  have selected from among  themselves a Lead Director and
met 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  is paid an  additional
annual retainer of $15,000.

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
responsible for 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. Bischof, Legg, Popp, Steiner,
and Zucaro,  met four times  during 2004 and took  action by  unanimous  written
consent twice. Mr. Zucaro is Chairman of the Committee. Mr. Kurt W. Kreyling was
a member of the Committee until his resignation on February 28, 2005.  Following
Mr.  Kreyling's  resignation,  Mr. Popp was named a member of the  Committee  on
March 8, 2005.

     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,  a copy of which is attached as Exhibit A,
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. The Committee is composed of eight, non-employee Directors who are
considered by the Board of Directors to be financially  literate.  The Committee
members are: Messrs. Bischof, Legg, Popp, Steiner, Titterton, Van Mieghem, White
and Ms.  Taubitz.  The Audit  Committee had four  regularly  scheduled  meetings
during 2004, three meetings with the Company's independent auditors prior to the
Company's  filing  of  quarterly  reports,  and two  special  meetings  with the
Company's Chief  Financial  Officer and  independent  auditors.  Mr. Popp is the
Committee Chairman.  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. Four members of the Committee, Messrs. Popp, Titterton,
Van  Mieghem  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, 2004, 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 2004 and 2003
were:

    Type of Fees                                   2004               2003
    ------------                              --------------     --------------
    Audit Fees (a).......................     $   6,134,994      $   1,808,879
    Audit Related Fees (b)...............           426,348            351,163
    Tax Fees.............................             5,105               -
    All Other Fees.......................             8,354              8,145
                                              --------------     --------------
       Total.............................     $   6,574,801      $   2,168,187
                                              ==============     ==============

    (a) Included  in  audit fees  is  an  estimate of $4,000,000 relating to the
        Audit  of  Internal  Control  over Financial  Reporting as  required  by
        section 404 of the Sarbannes Oxley Act.
    (b) Includes fees relating to audits of the company's various  benefit plans
        and actuarial opinions of the Company's loss and loss adjustment expense
        reserves required by insurance regulations.

                                       4


     The term "Audit Fees" refers to fees for professional  services rendered by
PwC for the audit of the Company's annual financial  statements  included in the
Company's Form 10-K and review of financial statements included in the Company's
Forms 10-Q and services  that are normally  provided by PwC in  connection  with
audits of statutory financial statements and regulatory filings.  "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".  They consisted
primarily of fees for actuarial  opinions  required for  regulatory  purposes on
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,  improve  the  Company's
financial  reporting  process or are  otherwise in the Company's or the public's
interest.  All  (100%) of the  Audit-Related  Fees,  Tax Fees and All Other Fees
billed to the  Company  in 2004 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 2005.

                           AUDIT COMMITTEE REPORT 2004

     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.

     In accordance  with its written  Charter,  the Audit Committee of the Board
("Committee")  assists the Board in fulfilling its  responsibility for oversight
of the quality and integrity of the accounting, auditing and financial reporting
practices of the Company.

     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 2004.

     During  2004,  the  committee  discussed  the interim  financial  and other
information  contained in each  quarterly  report to the Securities and Exchange
Commission with the Chief Executive Officer, Chief Financial Officer, Controller
and the independent registered public accounting firm prior to its release.

     The Committee  meets with the internal and independent  auditors,  with and
without management present, to discuss the results of their examinations,  their
evaluations of the Company's  internal  controls and the overall  quality of the
Company's financial reporting.

     In fulfilling its oversight  responsibilities,  the Committee  reviewed and
discussed with management and the independent  registered public accounting firm
the Company's  audited  financial  statements  contained in the Annual Report on
Form 10-K for the year 2004.  In  addition,  the  Committee  discussed  with the
independent  registered  public  accounting  firm  matters  to be  discussed  by
Statement on Auditing Standards No. 61 (Communication with Audit Committees).

     The  Committee  has  received  from  the  independent   registered   public
accounting firm, the written disclosures and the letter required by Independence
Standards Board No. 1 (Independence  Discussions with Audit  Committees) and the
Committee has  discussed  with PwC the  independence  of the  registered  public
accounting firm.

                                       5


     Following these discussions and reviews,  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 2004 filed
with the Securities and Exchange Commission.


                                             Audit Committee
                                             John W. Popp, Chairman
                                             Harrington Bischof
                                             Wilbur S. Legg
                                             Arnold L. Steiner
                                             Fredricka Taubitz
                                             Charles F. Titterton
                                             Dennis P. Van Mieghem
                                             William G. White, Jr.
                                             

     The Nominating  Committee is empowered to develop and oversee the Company's
policy on the size,  composition and  qualifications  of the Board of Directors.
The Committee is  authorized  to establish  procedures to identify and recommend
qualified   candidates  for  election  to  the  Board.  The  Committee  is  also
responsible for establishing and overseeing compliance with 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, Legg, Steiner, and Titterton,  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.
Mr. Kreyling was a member of the Committee until his resignation on February 28,
2005. The Committee met four times during 2004.

      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.  Nine of
its current thirteen  Directors meet this criteria for independence.  These nine
independent  Directors  are  Messrs.   Bischof,   Dixon,  Legg,  Popp,  Steiner,
Titterton, Van Mieghem, White and Ms. Taubitz.

     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.  The Company's Board of
Directors has a Lead Director who chairs meetings of the independent Directors.

     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,  while  increasing  the


                                       6


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 nine are
independent.  The Company has as a longer term  objective a goal of reducing the
size of its Board of Directors  from thirteen to between nine and 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.

     The Company is comprised of three  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 significant  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
and/or  tax 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

                                       7


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.  The  Committee  is  composed of seven,  non-employee  Directors,
Messrs.  Bischof,  Dixon, Legg, Popp, Steiner,  Van Mieghem and White. Until his
resignation  on  February  28,  2005,  Mr.  Kreyling  was also a  member  of the
Committee. 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 twice
during 2004.

           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,  and
the  management's  range of compensation  for other employees of the Company and
its subsidiaries. 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 his
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 17 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.

                                       8


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.

     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.

     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.

                                       9


                    Summary of Company Performance Indicators
                                     versus
                                CEO Compensation
                                  2002 to 2004

-----------------------------------------------------------------------------------------------------------------------------
                                                       Amounts                                     % of Change
                                    ------------------------------------------    -------------------------------------------
                                         2004          2003           2002        2004 vs. 2003  2003 vs. 2002  2004 vs. 2002
                                    -------------  ------------   ------------    -------------  -------------  -------------
                                                                                               
 Company Performance Indicators (a)
 ($ in Millions)
 Consolidated assets                 $  10,570.8    $  9,712.3     $  8,715.4           8.8%          11.4%          21.3%
 Common shareholders' equity             3,865.6       3,553.6        3,155.8           8.8%          12.6%          22.5%
 Net revenues                            3,491.6       3,285.8        2,756.4           6.3%          19.2%          26.7%
 Net operating income                      404.1         447.2          383.8          -9.6%          16.5%           5.3%
 Net income                          $     435.0    $    459.8     $    392.9          -5.4%          17.0%          10.7%
 Percent return on equity                  12.2%         14.6%          14.1%         -16.4%           3.5%         -13.5%
 Per Share Data 
 (in dollars and cents):
 Book value at end of year           $     21.17    $    19.57     $    17.45           8.2%          12.1%          21.3%
 Net operating income (diluted)             2.19          2.44           2.11         -10.2%          15.6%           3.8%
 Net income (diluted)                $      2.36    $     2.51     $     2.16          -6.0%          16.2%           9.3%

==============================================================================================================================
 CEO Compensation (b)
 (Whole Dollars)
 1. Cash compensation
    a. Base salary                   $   643,333    $  620,000     $  590,000           3.8%           5.1%           9.0%
    b. Incentive                         584,125       510,167        327,058          14.5%          56.0%          78.6%
    c. Directors fees & other             65,789        67,061         52,782          -1.9%          27.1%          24.6%
                                     ------------   -----------    -----------     ------------   ------------   ------------
    d. Total Cash Compensation         1,293,247     1,197,228        969,840           8.0%          23.4%          33.3%

 2. Deferred incentive compensation      589,075       515,117        331,585          14.4%          55.3%          77.7%
                                     ------------   -----------    -----------     ------------   ------------   ------------
 3. Incentive stock options:
    a. Valued at 5% appreciation:      4,222,024     3,139,857      3,384,360          34.5%          -7.2%          24.8%
    b. Valued at 10% appreciation:    10,655,584     7,924,401      8,541,480          34.5%          -7.2%          24.8%
                                     ------------   -----------    -----------     ------------   ------------   ------------
 4. Total cash & deferred 
    compensation, including options,
    if any, valued at:
    a. 5% appreciation (1d.+2+3a)      6,104,346     4,852,202      4,685,785          25.8%           3.6%          30.3%
    b. 10% appreciation (1d.+2+3b)   $12,537,906    $9,636,746     $9,842,905          30.1%          -2.1%          27.4%
                                     ------------   -----------    -----------     ------------   ------------   ------------
==============================================================================================================================


(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 13.)

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.

                                       10


Key Employee  Performance  Recognition  Plans:  Effective  January 1, 2005,  the
Company adopted a new Key Employee Performance  Recognition Plan (KEPRP). At the
same time, the Company, while leaving its former plan in place, declared that no
further awards would be made under that plan. Under the Company's  KEPRP,  which
is similar to the  Company's  former plan,  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,  death,  upon the  earlier of  attaining  age 55 or being
employed for 10 years after first becoming  eligible or upon a change of control
of the  Company.  Benefits  are  payable in a set number of equal  installments,
beginning no earlier than age 55 following  termination  of  employment,  death,
disability,  retirement or a change of control of the Company. Distributions for
Executive  Officers  can  begin no  earlier  than  six  months  following  their
termination from service.

     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 used for 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.

     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

                                       11


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.  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 similar 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 qualified as a
401(k) plan effective  January 1, 2005, but otherwise the provisions of the plan
remain unchanged except that employee  contributions  are now treated as pre-tax
contributions.  The 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.

RMIC  Profit-Sharing  Plan ("Profit Sharing Plan"): Mr. Simpson  participates in
the RMIC Profit Sharing Plan, a 401(k)  qualified  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

                                       12


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
                                                   Wilbur S. Legg
                                                   John W. Popp
                                                   Dennis P. Van Mieghem
                                                   William G. White, Jr.

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,  each of the four other most  highly  compensated  executive
officers and the Chief Financial Officer of the Company for services rendered in
all  capacities  during each of the  Company's  fiscal years ended  December 31,
2004, 2003 and 2002:


                           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          Compensation (3)
---------------------------      ---------       -------------       ------------       ------------       -----------------
                                                                                                          
A.C. Zucaro                        2004             $ 693,203        $ 1,168,250            277,500           $  20,867
President & Chief                  2003               677,700          1,020,334            277,500              14,311
Executive Officer                  2002               635,021            654,116            255,000              12,288

James Kellogg                      2004               344,067            275,000             20,000              17,354
Senior Vice President              2003               326,667            175,000              7,500              14,701
General Insurance                  2002               244,167            105,000              6,000              13,284

Spencer LeRoy III                  2004               366,257            307,920             50,000              12,716
Senior Vice President,             2003               352,866            243,098             41,250              10,842
Secretary & General                2002               339,695            235,902             37,500              10,873
Counsel

Karl W. Mueller (4)                2004                81,250               -                30,000                 245
Senior Vice President &
Chief Financial Officer

William A. Simpson                 2004               308,146            950,000             82,500              41,455  (5)
Senior Vice President              2003               310,858            850,000             82,500              39,535  (5)
Mortgage Guaranty                  2002               292,700            910,000             75,000              39,698  (5)

Rande K. Yeager (6)                2004               265,483            900,000             15,000              10,711
Senior Vice President              2003               252,950            675,000             15,000              11,398
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 except for the plan under which Mr. Yeager participates which does
     not defer any part of the award granted.  The deferred  amounts included in
     this column are usually not payable  before the person  retires at 55 years
     of age or later;  the amount  deferred  does not accrue  interest and it is
     included  in this  column  without a present  value  discount.  None of the
     awards  shown   differed  in  any  respect  from  the   Company's   regular
     compensation policies and practices.

(3)  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 2004,  the Company's  matching
     contribution  for each executive  officer was $4,950 except for Mr. Simpson

                                       13


     who elected not to participate in the ESSOP and for Mr. Mueller who had not
     yet qualified for participation.  For 2004, $9,753,  $1,242, $2,322, $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.  As of year end 2004,  Mr.  Mueller  had not yet  qualified  for
     participation under the Company's life insurance program. For 2004, $9,208,
     $8,469 and $4,471  were  attributed  to Messrs.  Kellogg's,  Simpson's  and
     Yeager's  compensation,  respectively,  for usage of  vehicles  provided to
     them. For 2004,  $5,070 was attributed to Mr. Simpson's  compensation for a
     health reimbursement program RMIC sponsors for all of its employees.

(4)  Mr. Mueller became an executive officer of the Company on October 1, 2004.

(5)  Includes  $20,000 as the vested amount  accrued for Mr. Simpson in the RMIC
     Profit Sharing Plan for 2002 and 2003 and $20,500 for 2004.

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

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 who have continuously been employed prior to
December 31, 2004.  Persons  whose  employment  commenced on or after January 1,
2005 are not eligible for the Company Plan but may  participate in the Company's
ESSOP. 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, 2004, 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  $210,000 - - the maximum benefit
allowed  by law for a  qualified  plan in 2005 - - 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, 2004,  Mr.  Zucaro was  credited  with 27 years of service,  Mr.
Kellogg was credited  with 26 years of service,  and Mr. LeRoy was credited with
11 years of service,  for purposes of the Plan.  Mr. Mueller is not yet eligible
for  participation  and 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,  2004,  Mr.  Yeager was  credited  with 16 years of service and his
highest average annual  earnings for the purpose of this plan was  approximately
$644,046.  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.

                                       14


     At December 31, 2004, the highest  average annual  earnings for purposes of
the above computations  under the Company Plan were  approximately  $593,333 for
Mr. Zucaro, $265,233 for Mr. Kellogg and $337,333 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 13
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.

     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 Executive 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, 2004,  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,  2004,  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 2004

     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  2004 fiscal
year:


                              Option Grants in 2004
-------------------------------------------------------------------------------------------------------------------------------
          (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 2004          Price          Date                5%                 10%
-------------------------    ------------    -----------     -----------    -----------      --------------      --------------
                                                                                                            
A. C. Zucaro                     277,500         13.73         $ 24.15        12/31/13         $ 4,222,024         $10,655,584
James Kellogg                     20,000           .99           24.15        12/31/13             304,290             767,970
Spencer LeRoy III                 50,000          2.47           24.15        12/31/13             760,725           1,919,925
Karl W. Mueller                   30,000          1.48           25.03        12/31/13             473,067           1,193,931
William A. Simpson                82,500          4.08           24.15        12/31/13           1,255,196           3,167,876
Rande K. Yeager                   15,000           .74         $ 24.15        12/31/13         $   228,218         $   575,978
================================================================================================================================


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

                                       15



Aggregate Options Exercised in 2004 and Option Values at December 31, 2004

     The following  table sets forth certain  information  regarding  options to
purchase shares of Common Stock exercised  during the Company's 2004 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  2004 fiscal year by the
executive officers of the Company named in the Executive Compensation Table:


                       Aggregated Option Exercises in 2004
                     and Option Values at December 31, 2004
------------------------------------------------------------------------------------------------------------------------------
         (a)                 (b)              (c)                       (d)                                  (e)

                                                                Number of Securities               Value of Unexercised
                            Shares                             Underlying Unexercised                  In-the-Money
                         Acquired on        Value               Options at 12/31/04                 Options at 12/31/04
Name                       Exercise        Realized           Exercisable/Unexercisable         Exercisable/Unexercisable(1)
----------------------  --------------  ---------------     -----------------------------     --------------------------------
                                                                                   
A. C. Zucaro                   -              -                   778,125  /  440,625             $5,038,133  / $ 1,196,168
James Kellogg                  -              -                    25,715  /   22,110                215,302  /      40,748    
Spencer LeRoy III              -              -                   219,313  /   74,063              2,160,125  /     189,113   
Karl W. Mueller                -              -                     3,000  /   27,000                    810  /       7,290     
William A. Simpson             -              -                   565,500  /  135,750              5,955,278  /     380,160     
Rande K. Yeager                -              -                    43,538  /   21,713             $  328,931  / $    53,727 
==============================================================================================================================


(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, 2004 and the option exercise price per share multiplied by the
     number of shares subject to options.

Equity Compensation Plan Information at December 31, 2004

     The following  table sets forth certain  information  regarding  securities
authorized for issuance under equity compensation plans as of year end 2004. 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 (1))
 ------------------------------------------    ----------------------   ---------------------    ---------------------------
                                                        (a)                      (b)                           (c)
                                                                                           
 Equity compensation plans approved
   by security holders...................            9,281,954                 $18.75                    1,671,859

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

                                               ----------------------   ---------------------    ---------------------------
        Total............................            9,281,954                 $18.75                    1,671,859
 ===========================================================================================================================


(1)  In no event shall the  aggregate  number of shares  subject to  outstanding
     options under all Company  sponsored plans and grants exceed,  at any time,
     6% of the  Company's  outstanding  Common Stock as of December  31st of the
     preceding year.

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, 2004. 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.

                                       16


     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, 2004)






                                [GRAPHIC OMITTED]






                  Dec 99     Dec 00     Dec 01     Dec 02     Dec 03     Dec 04
                ---------  ---------  ---------  ---------  ---------  ---------
ORI              $100.00    $241.54    $215.94    $220.46    $313.71    $319.41
S&P 500           100.00      90.90      80.09      62.39      80.29      89.03
2003 Peer Group   100.00     156.66     144.07     123.82     155.05     178.85

     Peer Group consists of the following publicly held corporations selected by
the Company for its 2004  comparison:  Ace Limited,  American  Financial  Group,
Inc., The Chubb Corporation, Cincinnati Financial Corporation, Fidelity National
Financial, Inc., First American Corporation,  MGIC Investment Corporation,  Ohio
Casualty Corporation,  Radian Group Inc., SAFECO Corporation, St. Paul Travelers
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.

                                   PROPOSAL 1
                              ELECTION OF DIRECTORS

     The following tabulation lists all nominees and continuing Directors of the
Company.  Four Class 3 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 3 Directors. It is intended that, in the absence of contrary
specifications,  votes will be cast  pursuant  to the  enclosed  proxies for the
election of such nominees. Should any of the nominees become unable or unwilling
to accept  nomination  or election,  it is intended,  in the absence of contrary
specifications,  that the  proxies  will be voted for the balance of those named
and for a substitute nominee or nominees.  However,  the Company now knows of no
reason to anticipate  such an occurrence.  All of the nominees have consented to
be named as nominees and to serve as directors if elected.

     On February  28, 2005,  and March 3, 2005,  respectively,  Messrs.  Kurt W.
Kreyling and Anthony F. Colao  resigned as directors of the company for personal
and health reasons. Following the resignations of Messrs Kreyling and Colao, Mr.
Lardner, who was a Class 3 Director, was named a Class 1 Director. This was done
in order to more evenly  distribute  the current  directors  among the Company's
three  classes of directors as is required by the  Company's By Laws.  On August
12, 2004, the Board of Directors,  in accordance with the Company's  Certificate
of Incorporation  and By Laws,  added two new members.  Mr. Charles F. Titterton
was elected a Class 1 Director and Mr. Dennis P. Van Mieghem was elected a Class
2 Director.  Messrs.  Titterton and Van Mieghem will stand for election,  in due
course, with the other members of their Class.

                                       17


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

CLASS 3 (Term expires in 2005)

William A. Simpson                                63             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                                 67             Director  since 1974;  retired for more than the past five
                                                                 years;  formerly  President of Steiner  Bank,  Birmingham,
                                                                 Alabama.

Fredricka Taubitz                                 61             Director since 2003;  Director of WFS Financial Inc. since
                                                                 January  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 PricewaterhouseCoopers LLP.

A. C. Zucaro                                      65             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                                70             Director   since  1997;   President  of  Pandora   Capital
                                                                 Corporation   since   1996;    formerly   Senior   Advisor
                                                                 Prudential Securities, Inc.

Peter Lardner                                     73             Director since 1985;  retired;  prior to 2002, Chairman of
                                                                 the   Board  of   Bituminous   Casualty   Corporation,   a
                                                                 subsidiary of the Company.

Charles F. Titterton                              63             Director   since  August  12,  2004;   retired;   Formerly
                                                                 Director  Insurance  Group with  Standard  & Poor's  Corp.
                                                                 until 2003.

William G. White, Jr.                             76             Director  since 1993;  retired for more than the past five
                                                                 years;  formerly  President of The First  Federal  Savings
                                                                 Bank,   Winston-Salem,   North  Carolina;   Consultant  to
                                                                 Southern National Bank, Winston-Salem, North Carolina.

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

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

CLASS 2 (Term expires in 2007)

Jimmy A. Dew                                      64             Director  since  1980;  Sales  Group  Manager of  Republic
                                                                 Mortgage  Insurance  Company, a subsidiary of the Company,
                                                                 for more than the past five years.


                                       18


Continuing Members (Cont'd)
---------------------------
                                                              
CLASS 2 (Term expires in 2007)

John M. Dixon                                     65             Director   since   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                                    82             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                                      82             Director  since 1993;  retired;  formerly  Partner with the
                                                                 accounting firm of KPMG LLP until 1982.

Dennis P. Van Mieghem                             64             Director since August 12, 2004; retired;  formerly Partner
                                                                 with the accounting firm of KPMG LLP until 1998.

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


Board of Directors Recommendation

     The Board of Directors recommends a vote FOR the Class 3 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 are  outstanding  and  entitled  to vote,  and (3) all  other  matters  are
determined  by the  affirmative  vote of the  majority of the shares  present in
person or by proxy at the  meeting  and who are  entitled to vote on the subject
matter.

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

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

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

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

                                       19


                  SHAREHOLDER PROPOSALS FOR 2006 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 2006 Annual Meeting of
Shareholders,  the  proposal  must be  received  by the  Company  no later  than
December 2, 2005.

                                  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, 2005

                                       20                                     


                                    Exhibit A
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                             Audit Committee Charter


COMMITTEE'S PURPOSE

The Audit  Committee  is  appointed  by the Board of  Directors  of Old Republic
International  Corporation  (the  "Corporation"):  (A) to  assist  the  Board in
monitoring (1) the integrity of the financial statements of the Corporation, (2)
the  Corporation's  compliance with legal and regulatory  requirements,  (3) the
independent auditor's  qualifications and independence,  and (4) the performance
of the Corporation's  internal audit function and independent auditors;  and (B)
to prepare  the report  required  by the rules of the  Securities  and  Exchange
Commission (the  "Commission") to be included in the Corporation's  annual proxy
statement.

COMMITTEE MEMBERSHIP

The Audit  Committee  shall consist of not less than three members of the Board,
one of whom shall be designated as the chairperson,  appointed by the Board upon
the  recommendation of the Board's Nominating  Committee.  Each appointed member
must meet the  independence  and experience  requirements  of the New York Stock
Exchange,  Section  10A(m)(3)  of  the  Securities  Exchange  Act of  1934  (the
"Exchange Act") and the rules and  regulations of the  Commission,  and at least
one  member  must be an "audit  committee  financial  expert"  as defined by the
Commission. No Director shall be eligible for appointment to the Audit Committee
if he or she serves on the audit committees of more than two other publicly held
companies.

COMMITTEE MEETINGS

The  Audit  Committee  shall  meet as  often  as it  determines,  but  not  less
frequently  than once  every  fiscal  quarter.  The Audit  Committee  shall meet
periodically with management,  the internal auditors and the independent auditor
in separate executive  sessions.  The Audit Committee may request any officer or
employee of the Corporation or the Corporation's  outside counsel or independent
auditor to attend a meeting of the Audit  Committee  or to meet with any members
of, or consultants  to, the Audit  Committee.  A majority of the Audit Committee
members  present  in person or by  conference  telephone  or other  conferencing
equipment shall constitute a quorum.  The Audit Committee may form subcommittees
consisting of one or more members for any purpose it deems  appropriate  and may
delegate to such subcommittee(s) such power and authority as the Audit Committee
deems  appropriate,  other than power or authority  which the Audit Committee is
required by law or regulation or listing standard to exercise as a whole.

DUTIES AND RESPONSIBILITIES

The  Audit  Committee  shall  have  the  sole  authority  to  appoint,   retain,
compensate,  evaluate and terminate the Corporation's  independent auditors. The
Audit Committee shall approve all audit engagement fees and terms, shall discuss
with the independent  auditor the planning and staffing of the annual audit, and
shall approve all non-audit engagements that may be performed by the independent
auditors. The independent auditors shall report directly to the Audit Committee,
and the Audit Committee  shall be directly  responsible for the oversight of the
independent  auditors,  including resolution of disagreements between management
and the independent auditors.

The Audit Committee  shall have the authority,  to the extent it deems necessary
or appropriate,  to retain independent legal,  accounting or other advisors. The
Corporation  shall provide for appropriate  funding,  as determined by the Audit
Committee,  for payment of compensation  to the independent  auditors and to any
advisors employed by the Audit Committee.

The Audit Committee shall make regular reports to the Board. The Audit Committee
shall review and reassess  the adequacy of this Charter  annually and  recommend
any  proposed  changes  to the Board for  approval.  The Audit  Committee  shall
annually review the Audit Committee's own performance.

The Audit Committee, to the extent it deems necessary or appropriate, shall:

As to Financial Statement and Disclosure Matters:
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     1. Review and  discuss  with  management  and the  independent  auditor the
     annual audited financial  statements,  including  footnotes and disclosures
     made in  management's  discussion and analysis,  and recommend to the Board
     whether  the  audited  financial  statements  should  be  included  in  the
     Corporation's Form 10-K.


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     2. Review and  discuss  with  management  and the  independent  auditor the
     Corporation's  quarterly  financial  statements  prior to the filing of its
     Form 10-Q.

     3.  Discuss  with  management  and  the  independent   auditor  significant
     financial  reporting  issues  and  judgments  made in  connection  with the
     preparation  of  the  Corporation's  financial  statements,  including  any
     changes  in  the  Corporation's  selection  or  application  of  accounting
     principles,  any  major  issues  as to the  adequacy  of the  Corporation's
     internal  controls  and any  special  steps  adopted  in light of  material
     control deficiencies.

     4. Review and discuss with the independent auditors:

         (a) All critical accounting policies and practices that are used.

         (b)  Any  major   recommended   alternative   treatments  of  financial
         information within generally accepted  accounting  principles that have
         been discussed with  management,  ramifications  of the possible use of
         such  alternative   disclosures  and  treatments,   and  the  treatment
         preferred by the independent auditor.

         (c) Other  material  written  communications  between  the  independent
         auditor and  management  such as any  management  letter or schedule of
         unadjusted differences.

     5. Expect the Chief Executive Officer and/or the Chief Financial Officer to
     discuss with the Audit  Committee or its Chairman any change in  accounting
     policies,  material  charges or credits,  and  departures in disclosures or
     presentation in the Corporation's  quarterly  earnings release prior to the
     issuance of any release so affected.

     6.  Discuss  with  management  and the  independent  auditor  the effect of
     regulatory and accounting  initiatives and any off-balance sheet structures
     on the Corporation's financial statements.

     7. Discuss  periodically with management the Corporation's  major financial
     risk  exposures and the steps  management  has taken to monitor and control
     such  exposures,  including  the  Corporation's  risk  assessment  and risk
     management policies.

     8.  Discuss  with  the  independent  auditor  the  matters  required  to be
     discussed by Statement on Auditing Standards No. 61 relating to the conduct
     of the audit,  including any difficulties  encountered in the course of the
     audit  work,  any  restrictions  on the  scope of  activities  or access to
     requested information, and any significant disagreements with management.

     9. Review  disclosures made to the Audit Committee by the Corporation's CEO
     and CFO during their certification  process for the Form 10-K and Form 10-Q
     about any  significant  deficiencies in the design or operation of internal
     controls or material weaknesses therein and any fraud involving  management
     or  other  employees  who  have a  significant  role  in the  Corporation's
     internal controls.

As to Oversight of the Corporation's Relationship with the Independent Auditor:
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     10. Review and evaluate the lead partner of the independent auditor team.

     11. At least annually,  evaluate the independent auditor's  qualifications,
     performance and independence. In making its evaluation, the Committee shall
     take into account the opinions of  management  of the  Corporation  and the
     Corporation's  internal  auditors.  The Committee  shall further ensure the
     rotation of the lead audit partner at least every five years. The Committee
     shall decide as to whether the Corporation is obtaining high quality audits
     and whether rotation of the independent auditing firm would be appropriate.

     12.  Recommend  to the  Board  policies  for the  Corporation's  hiring  of
     employees or former  employees of the independent  auditor who participated
     in any capacity in the audit of the Corporation.

As to Oversight of the Corporation's Internal Audit Function:
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     13. Review the appointment and replacement of the senior internal  auditing
     executive.

     14. Review the significant  reports to management  prepared by the internal
     auditing department and management's responses.

     15. Discuss with the independent  auditor and management the internal audit
     department  responsibilities,  budget  and  staffing  and  any  recommended
     changes  in the  planned  scope of the  internal  audit,  taking  costs and
     benefits into account.

As to Compliance Oversight Responsibilities:
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     16. Obtain  reports from  management,  the  Corporation's  senior  internal
     auditing executive and the independent auditor that the Corporation and its
     subsidiaries  are  in  compliance  with  applicable  legal  and  regulatory

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     requirements.  Review  reports and  disclosures  of insider and  affiliated
     party  transactions.  Advise  the Board with  respect to the  Corporation's
     policies and procedures regarding compliance.

     17.  Establish  procedures  for the  receipt,  retention  and  treatment of
     complaints received by the Corporation  regarding  accounting and financial
     reporting matters,  internal accounting  controls or auditing matters,  and
     for  the  confidential,  anonymous  submission  by  employees  of  concerns
     regarding material accounting or auditing matters.

     18. Discuss with management and the independent  auditor any correspondence
     with  regulators or governmental  agencies and any published  reports which
     raise material  issues  regarding the  Corporation's  accounting  policies,
     internal controls and financial statements.

     19. Discuss with the  Corporation's  General Counsel legal matters that may
     have  a  material  impact  on the  financial  statements  or the  Company's
     compliance policies.

LIMITATION OF AUDIT COMMITTEE'S ROLE

While the Audit Committee has the  responsibilities and powers set forth in this
Charter,  it is not the duty of the Audit Committee to plan or conduct audits or
to determine that the  Corporation's  financial  statements and  disclosures are
complete and accurate and are in accordance with generally  accepted  accounting
principles and applicable rules and regulations.

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