UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                              Washington, DC 20549


                                    FORM 8-K


                                 CURRENT REPORT
                       PURSUANT TO SECTION 13 OR 15(d) OF
                       THE SECURITIES EXCHANGE ACT OF 1934


       Date of Report: (Date of earliest event reported) May 16, 2006


                     OLD REPUBLIC INTERNATIONAL CORPORATION
             -------------------------------------------------------
             (Exact name of registrant as specified in its charter)


         Delaware                      001-10607                  36-2678171
----------------------------         ------------            -------------------
(State or other jurisdiction         (Commission             (I.R.S. Employer
of incorporation)                    File Number)            Identification No.)


               307 North Michigan Avenue, Chicago, Illinois 60601
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               (Address of principal executive offices) (Zip Code)

                                 (312) 346-8100
              ----------------------------------------------------
              (Registrant's telephone number, including area code)

                                       N/A
          ------------------------------------------------------------
          (Former name or former address, if changed since last report)


Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the Registrant under any of the
following provisions (see General Instruction A.2 below):

[    ] Written communications pursuant to Rule 425 under the Securities Act
       (17 CFR 230.425)

[    ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act
       (17 CFR 240.14a-12)

[    ] Pre-commencement communications pursuant to Rule 14d-2(b) under the
       Exchange Act (17 CFR 140.14d-2(b))

[    ] Pre-commencement communications pursuant to Rule 13e-4(c) under the
       Exchange Act (17 CFR 240.13e-4(c))



Item 1.01 Entry into a Material Definitive Agreement.
          -------------------------------------------

At a meeting  on March 17,  2006,  the  Compensation  Committee  of the Board of
Directors of Old Republic  International  Corporation  (the  "Company")  adopted
performance  criteria under the Company's Key Employee  Performance  Recognition
Plan (the "Plan").

The Plan  provides  the Company with an incentive  performance  award  framework
under  which  it  can  award  deferred  and  current  compensation   incentives,
consistent  with Section 162(m) of the Internal  Revenue Code, to those officers
and key employees who have been, or are expected to be, largely  responsible for
the Company's  growth.  Performance  criteria are  established  each year by the
Compensation  Committee and involve a targeted,  minimum  return on equity and a
formula-based  method of determining  year-over-year growth in consolidated  net
operating income.  Calculations are made in accordance with detailed formula and
limitations  set forth in the Plan.  The Plan is described in more detail in the
Company's 2006 Proxy Statement filed with the Securities and Exchange Commission
on April 13, 2006.  The Plan document is an exhibit to the  Company's  Form 10-K
for the fiscal  year ended  December  31,  2005  filed with the  Securities  and
Exchange Commission on March 1, 2006.






                                   SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.



                                         OLD REPUBLIC INTERNATIONAL CORPORATION
                                         Registrant




Date: May 16, 2006                   By: /s/ Karl W. Mueller
                                         -----------------------------------
                                         Karl W. Mueller
                                         Senior Vice President
                                         and Chief Financial Officer