SEC Form 3
FORM 3 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940
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1. Name and Address of Reporting Person*
NARD CHRISTOPHER S

(Last) (First) (Middle)
307 NORTH MICHIGAN AVENUE
STE 2300

(Street)
CHICAGO IL 60601

(City) (State) (Zip)
2. Date of Event Requiring Statement (Month/Day/Year)
06/01/2005
3. Issuer Name and Ticker or Trading Symbol
OLD REPUBLIC INTERNATIONAL CORP [ ORI ]
4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director 10% Owner
X Officer (give title below) Other (specify below)
Sr. VP - Mortgage Guaranty
5. If Amendment, Date of Original Filed (Month/Day/Year)
6. Individual or Joint/Group Filing (Check Applicable Line)
X Form filed by One Reporting Person
Form filed by More than One Reporting Person
Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4) 2. Amount of Securities Beneficially Owned (Instr. 4) 3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) 4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock 0 D
Common Stock 5,930 I By ESSOP
Table II - Derivative Securities Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4) 2. Date Exercisable and Expiration Date (Month/Day/Year) 3. Title and Amount of Securities Underlying Derivative Security (Instr. 4) 4. Conversion or Exercise Price of Derivative Security 5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) 6. Nature of Indirect Beneficial Ownership (Instr. 5)
Date Exercisable Expiration Date Title Amount or Number of Shares
Employee Stock Option 03/15/1997 12/31/2006 Common Stock(1) 17,550(2) $11.89 D
Employee Stock Option 03/15/1998 12/31/2007 Common Stock(1) 20,250(2) $19.36 D
Employee Stock Option 03/15/1999 12/31/2008 Common Stock(1) 24,000(2) $13 D
Employee Stock Option 03/15/2000 12/31/2009 Common Stock(1) 22,500(2) $8 D
Employee Stock Option 03/22/2001 12/31/2010 Common Stock(1) 52,500(2) $17.95 D
Employee Stock Option 03/21/2002 12/31/2011 Common Stock(1) 45,000(3) $21.07 D
Employee Stock Option 03/20/2003 12/31/2012 Common Stock(1) 60,000(3) $17.96 D
Employee Stock Option 03/23/2004 12/31/2013 Common Stock(1) 60,000(4) $24.15 D
Employee Stock Option 04/15/2005 12/31/2014 Common Stock(1) 42,500(4) $23.01 D
Explanation of Responses:
1. An optionee may also exercise options for Series G-3 Preferred Stock on March 1, June 1, September 1 or December 1 of each year. Each share of Series G-3 Preferred Stock is convertible, after being held six months into .95 shares of Common Stock.
2. These shares vest at the rate of 10% per year and will accelerate to 10% for each year of employment of an optionee if the closing market price, per share, of the Company's Common Stock reaches 150% of the Exercise Price.
3. These shares vest at the rate of 10% the first year, 15% the second year, 20% the third year, 25% the fourth year and 30% the fifth year and will accelerate at the rate of 10% for each year of employment of an optionee if the closing market price, per share, of the Company's Common Stock reaches 150% of the Exercise Price.
4. These shares vest on December 31 of each year at the rate of 10% the first year, 15% the second year, 20% the third year, 25% the fourth year and 30% the fifth year.
William J. Dasso, Power of Attorney for Christopher Nard 06/06/2005
** Signature of Reporting Person Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 5 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.