Exhibit 99.5




                     OLD REPUBLIC INTERNATIONAL CORPORATION
                         CORPORATE GOVERNANCE GUIDELINES


1. The Role of the Board of Directors.

     The Board is  elected by the  shareholders  of Old  Republic  International
Corporation (the "Company") to oversee management in the latter's conduct of the
Company's  business  and to enhance the  long-term  value of the Company for its
shareholders.

2. Director Qualification Standards.

     A  majority  of the  members  of the Board of  Directors  must  qualify  as
independent  directors  in  accordance  with the  applicable  provisions  of the
Securities  Exchange Act of 1934, and the applicable rules of the Securities and
Exchange  Commission and the New York Stock Exchange.  All members of the Audit,
Nominating and Compensation  Committees shall be independent directors. At least
one member of the Audit Committee shall qualify as a "financial  expert" and the
other  members  shall  qualify  as  "financially   literate"  according  to  the
applicable  rules of the  Securities  and Exchange  Commission  and the New York
Stock  Exchange.  All of the Directors  should possess the highest  personal and
professional ethics, integrity, values and commitment to represent the long-term
interests of the Company's  shareholders  in the context of the public  interest
with which the Company's insurance business is vested.

3.     Director Responsibilities.

     It is the duty of each  Director  to  exercise  due  care,  be loyal to the
Company and its shareholders, engage in informed decision making and act in good
faith.  Directors  should  exercise their business  judgment to act in what they
reasonably  believe  to be in the  best  interests  of the  Company  in a manner
consistent  with their  fiduciary  duties.  Directors  should  regularly  attend
meetings of the Board of Directors and of all Board  committees  upon which they



serve. To prepare for meetings,  Directors  should review the materials that are
sent to Directors  in advance of those  meetings.  Directors  must be willing to
devote  sufficient  time to  carrying  out  their  duties  and  responsibilities
effectively and should be committed to serve on the Board for an extended period
of time.

     The Board of Directors  shall at all times maintain an Audit  Committee,  a
Nominating Committee and a Compensation Committee each of which shall operate in
accordance with applicable law, their respective charters as adopted and amended
from time to time by the Board,  and the applicable  rules of the Securities and
Exchange  Commission  and the New  York  Stock  Exchange.  The  Board  may  also
establish  such other  committees as it deems  appropriate  and delegate to such
committees such authority  permitted by applicable law and the Company's by-laws
as the Board sees fit.

4. Director Access to Management and Independent Advisors.

     Each Director shall have complete  access to the management of the Company,
subject to reasonable  advance notice to the Company and  reasonable  efforts to
avoid disruption to the Company's management, business and operations. The Board
of Directors  and Board  committees,  to the extent set forth in the  applicable
committee  charter,  have the right to consult and retain  independent legal and
other advisors at the expense of the Company.

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5. Director Compensation.

     The Compensation  Committee of the Board of Directors shall annually review
the form and amount of Director  compensation  and make  recommendations  to the
full  Board.  In  connection  with  such  Director  compensation,  the  Board of
Directors  will be aware that  questions  may be raised if  Directors'  fees and
benefits  exceed what is customary for companies  predominantly  involved in the
insurance  industry.  Similarly,  the Board of Directors  will be aware that the
independence  of  Directors  could  be  questioned  if  substantial   charitable
contributions  are made to organizations in which a Director is affiliated or if
the Company enters into  consulting  contracts  with, or provides other indirect
compensation  to, a Director.  The Board of Directors will  critically  evaluate
each of  these  matters  when  determining  the  form  and  amount  of  Director
compensation, and the independence of a Director.

6. Director Orientation and Continuing Education.

     The Board of  Directors  or the Company  will  establish,  or identify  and
provide access to, appropriate  orientation programs,  sessions or materials for
newly  elected  Directors  of the Company for their  benefit  either prior to or
within a  reasonable  period of time after  their  nomination  or  election as a
Director.  The  Board of  Directors  or the  Company  will  encourage  directors
periodically to pursue their continuing  education as to the responsibilities of
directors of publicly-traded companies.

7. Management Evaluation and Succession.

     The Compensation Committee of the Board of Directors will conduct an annual
review of the performance and compensation of the Chief Executive Officer as set

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forth in its Charter.  The Executive  Committee  will  establish and review such
formal or informal  policies  and  procedures,  consulting  with the  Nominating
Committee,  the Chief Executive Officer and others, as it considers appropriate,
regarding succession to the Chief Executive Officer in the event of emergency or
retirement.

8. Annual Performance Evaluation of the Board.

     In addition  to the annual  self-evaluations  required  by the  committees'
respective  charters,  the  Nominating  Committee of the Board of Directors will
conduct an evaluation  annually to determine  whether the Board of Directors and
its committees  are  functioning  effectively.  The full Board of Directors will
discuss the evaluation  report to determine  what, if any,  action could improve
Board  and  Board  committee  performance.  The  Board  of  Directors,  with the
assistance  of the  Nominating  Committee,  as  appropriate,  shall review these
Corporate  Governance  Guidelines  on an annual basis to  determine  whether any
changes are appropriate.

9. Amendment, Modification and Waiver.

     These  Guidelines  may be  amended,  modified  or  waived  by the  Board of
Directors and waivers of these  Guidelines may also be granted by the Nominating
Committee,  subject to the disclosure and other provisions of the Securities and
Exchange Act of 1934, the rules promulgated  thereunder and the applicable rules
of the New York Stock Exchange.

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