Exhibit 14



                     OLD REPUBLIC INTERNATIONAL CORPORATION

                                 CODE OF ETHICS

                                     FOR THE

            PRINCIPAL EXECUTIVE OFFICER AND SENIOR FINANCIAL OFFICERS


     Old Republic  International  Corporation  (the  "Company")  is committed to
conducting its business in compliance  with  applicable laws and regulations and
in accordance with high standards of business conduct. In managing its business,
the Company is mindful of the public trust with which it is vested.  The Company
strives to maintain high standards of accuracy,  completeness  and disclosure in
its financial  dealings,  records and reports.  These  standards are intended to
protect and  preserve  the multiple  interests  of its  insurance  subsidiaries'
policyholders and beneficiaries of their insurance  policies,  and the Company's
stockholders,  employees  and  other  stakeholders.  To  these  ends,  it is the
responsibility of the Company's Chief Executive Officer, Chief Financial Officer
and principal accounting officer (the "Senior Financial Officers") to:

     1.   Act in good faith,  in the Company's  best interests and in accordance
          with the Company's  Code of Conduct and the principles of this Code of
          Ethics.

     2.   Act with  honesty and  integrity  and in an ethical  manner,  avoiding
          actual or apparent conflicts of interests in personal and professional
          relationships.

     3.   Provide  full,  fairly  stated,  timely and  understandable  financial
          information  and  disclosure in reports and documents that the Company
          files with, or submits to regulatory authorities and shareholders,  in
          accordance with applicable rules and regulations.

     4.   Act  responsibly,  with due care,  competence and  diligence,  without
          misrepresenting  material  facts or  allowing  his or her  independent
          judgment to be compromised.

     5.   Use good business judgment in ensuring that all financial transactions
          are processed and recorded in timely fashion with reasonable  accuracy
          and documentation in the Company's books and records in adherence with
          sufficiently appropriate and necessary internal controls.

     6.   Respect and protect the confidentiality of information acquired in the
          course of the Company's business,  except when authorized or otherwise
          legally   obligated  to  disclose  such   information,   and  not  use
          confidential  information  acquired in the course of work for personal
          advantage.



     7.   Promote ethical  behavior among  constituents in the work  environment
          through appropriate communications and by setting a proper example.

     8.   Achieve  responsible  use of and control over all assets and resources
          employed or entrusted to him or her.

     9.   Comply  with  generally   accepted   accounting   principles  and,  as
          necessary,  regulatory  accounting practices,  rules,  regulations and
          controls applicable to the Company's reports and related disclosures.

     10.  Sign only those  documents  that he or she believes to be accurate and
          truthful in all essential respects.

     11.  Prohibit the  establishment  of any undisclosed or unrecorded funds or
          assets for any purpose and provide for the proper and prompt recording
          of all disbursements of funds and all receipts.

     12.  Not  knowingly  be a party to any  illegal  activity or engage in acts
          that are discreditable to his or her profession or the Company.

     13.  Respect and  contribute  to legitimate  and ethical  objectives of the
          Company.

     14.  Not make, or tolerate any willfully false or artificial  statements or
          entries  for any purpose in the books and records of the Company or in
          any internal or external  correspondence,  memoranda, or communication
          of any type, including telephone or wire communications.

     15.  Report to the Company,  through the Audit  Committee  any  significant
          situation  with  respect to which this Code of Ethics,  the  Company's
          standards or laws are being violated.

     Those required to comply with this Code of Ethics  understand  that failure
to comply with this Code of Ethics will not be tolerated by the Company and that
deviations therefrom or violations thereof will result in serious  consequences,
which may include,  but may not be limited to, serious  reprimand,  dismissal or
other legal redress.

     The parties subject to this Code of Ethics will acknowledge in writing that
they understand and will adhere to these requirements.



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