8-K

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 14, 2009

OLD REPUBLIC INTERNATIONAL CORPORATION

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(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

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(Registrant’s telephone number, including area code)

N/A

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(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):

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

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

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

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

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Item 5.05.   Amendments to the Registrant’s Code of Ethics, or Waiver of a Provision of the Code of Ethics

At the regularly scheduled meeting of the Board of Directors (the “Board”) of Old Republic International Corporation (the “Company”), on May 14, 2009, the Board approved an amendment to the Company’s Code of Ethics for the Principal Executive Officer and Senior Financial Officers to include compliance, as necessary, with international financial reporting standards.

Item 8.01.   Other Events

The Company’s Board approved revisions to the Company’s Code of Business Conduct and Ethics (the “Code of Conduct”), Corporate Governance Guidelines (the “Governance Guidelines”), Audit Committee Charter, Compensation Committee Charter, and Governance and Nominating Committee (the “Governance Committee”) Charter at its regularly scheduled meeting on May 14, 2009. The revisions were recommended by the Audit, Compensation, and Governance Committees, respectively, following their annual Charter reviews. None of the revisions were substantive. The Code of Conduct, Governance Guidelines, and Charters may be viewed on the Company’s web site at www.oldrepublic.com. Printed copies are available to shareholders of the Company upon request.

The Code of Conduct added an annual acknowledgment and certification by affected individuals. The Governance Guidelines added language regarding independence and business background as well as service on multiple Boards and changes in jobs. The Audit Committee Charter added language concerning ordinary administrative expenses and the discussion of earnings releases and financial information provided to analysts and rating agencies. The Compensation Committee Charter increased the size of the Committee to a maximum of seven and eliminated ex-officio members. The Governance and Nominating Committee Charter was amended to add the word “Governance” to its name and to provide for joint approval of Compensation for new Board members with the Compensation Committee.

Item 9.01.   Financial Statements and Exhibits

(c)   Exhibits

99.1   Code of Ethics for the Principal Executive Officer and Senior Financial Officers

99.2   Code of Business Conduct and Ethics

99.3   Corporate Governance Guidelines

99.4   Audit Committee Charter

99.5   Compensation Committee Charter

99.6   Governance and Nominating Committee Charter

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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 19, 2009	By:   /s/ Karl W. Mueller
		Karl W. Mueller
		Senior Vice President,
		Chief Financial Officer, and
		Chief Accounting Officer

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INDEX TO EXHIBITS

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Exhibits

99.1   Code of Ethics for the Principal Executive Officer and Senior Financial Officers

99.2   Code of Business Conduct and Ethics

99.3   Corporate Governance Guidelines

99.4   Audit Committee Charter

99.5   Compensation Committee Charter

99.6   Governance and Nominating Committee Charter

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EX-99.1

EXHIBIT 99.1

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, international financial reporting standards, regulatory accounting practices, rules, regulations and controls applicable to the Company’s reports and related disclosures.

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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 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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EX-99.2

Exhibit 99.2

CODE OF BUSINESS CONDUCT AND ETHICS

Introduction

This Code of Business Conduct and Ethics addresses a wide range of business practice issues. It does not attempt to address every issue that might arise but merely to state certain basic principles.

This Code applies to the employees, officers and directors of Old Republic International Corporation and each of its subsidiaries (jointly, the "Company"). The Company expects all employees, officers and directors to conduct themselves according to the basic principles in this Code. Violations of the standards in this Code will be subject to appropriate disciplinary action.

1. Complying with Law

All employees, officers and directors should respect and comply with all applicable laws, rules and regulations of the U.S. and other countries, and the states, counties, cities, provinces and other jurisdictions, in which the Company conducts business. The Company does not expect everyone to know all the details of these laws, rules and regulations, but it is important to know enough to determine when to seek advice from supervisors, managers or other appropriate personnel.

Certain laws or legal principles are particularly important. Among them are the prohibitions against "insider trading" applicable to the Company and its employees, officers and directors. Generally, employees, officers and directors who have access to or knowledge of confidential or non-public information from or about the Company (or any other company) are not permitted to buy, sell or otherwise trade in the Company’s (or any other company’s) securities, whether or not they are using or relying upon that information. This restriction extends to sharing or tipping others about such information, especially since the individuals receiving such information might utilize it to trade in the Company’s securities. In addition, the Company has implemented trading restrictions to reduce the risk, or appearance, of insider trading.

Particularly important too are the federal, state and local laws concerning labor and employment and the Company’s commitment to assuring equal employment opportunities for all in connection with the recruitment, hiring, training, compensation, development, promotion, demotion and termination of its employees, including officers, and providing a safe workplace that is free of sexual or any other inappropriate form of harassment.

2. Conflicts of Interest

All employees, officers and directors should be scrupulous in avoiding a conflict of interest with regard to the Company’s interests. A "conflict of interest" exists whenever an individual’s private interests interfere or conflict in any way (or even appear to interfere or conflict) with the interests of the Company. A conflict situation can arise when an employee, officer or director takes actions or has interests that may make it difficult to perform his or her Company work objectively and effectively. Conflicts of interest may also arise when an employee, officer or director, or members of his or her family, receives improper personal benefits as a result of his or her position in the Company, whether received from the Company or a third party. Loans to, or guarantees of obligations of, employees, officers and directors and their respective family members may create conflicts of interest. Federal law prohibits loans by the Company to directors and executive officers.

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Conflicts of interest are prohibited as a matter of Company policy, except under guidelines approved by the Board of Directors or committees of the Board. Any employee, officer or director who becomes aware of a conflict or potential conflict should bring it to the attention of a supervisor, manager or other appropriate personnel, or consult the procedures described in this Code.

3. Corporate Opportunity

Employees, officers and directors are prohibited from (a) taking for themselves personally opportunities that properly belong to the Company or are discovered through the use of corporate property, information or position; (b) using corporate property, information or position for personal gain; and (c) competing with the Company. Employees, officers and directors owe a duty to the Company to advance its legitimate business interests when the opportunity to do so arises.

4. Confidentiality

Employees, officers and directors of the Company must maintain the confidentiality of confidential information entrusted to them by the Company or those with whom the Company does business, except when disclosure is authorized by the Law Department as it deems required by laws, regulations or legal proceedings. Whenever feasible, employees, officers and directors should consult the Law Department if they believe they have a legal obligation to disclose confidential information. Confidential information includes all non-public information that might be considered material by the securities markets or investors, or that might be of use to competitors of the Company, or harmful to the Company or its customers if disclosed.

5. Fair Dealing

Each employee, officer and director should endeavor to deal fairly with the Company’s customers, competitors, officers and employees. None should take unfair advantage of anyone through manipulation, concealment, abuse of privileged information, misrepresentation of material facts or any other unfair dealing practice.

6. Protection and Proper Use of Company Assets

All employees, officers and directors should protect the Company’s assets and ensure their efficient use. Theft, carelessness, and waste have a direct impact on the Company’s profitability and its insurance subsidiaries’ obligations to their insureds and beneficiaries. All Company assets should be used for legitimate business purposes.

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7. Complaints

Complaints or concerns regarding questionable accounting or auditing matters or any other activities believed to be unlawful, contrary to Corporate Policy or otherwise improper may be reported to the Audit Committee of the Company's Board of Directors or to the non-management independent Directors confidentially and anonymously by calling the following toll-free telephone numbers, as provided in the Company's Code of Business Conduct and Ethics:

(877) 209-3659

The hotline is available 24 hours a day, 7 days a week, including holidays. Calls will be taken by trained personnel employed by an independent third party not affiliated with the Company. Call takers will create a record of all such calls and report them promptly to the Company's Audit Committee for its further review and handling as appropriate.

8. Reporting Any Illegal or Unethical Behavior

Employees are encouraged to talk to supervisors, managers or other appropriate supervisory personnel about observed illegal or unethical behavior and, when in doubt, about the best course of action in a particular situation. Employees, officers and directors who are concerned that violations of this Code or that other illegal or unethical conduct by employees, officers or directors of the Company have occurred or may occur should either contact their supervisor or superiors. If they do not believe it appropriate or are not comfortable approaching their supervisors or superiors about their concerns or complaints, they may then contact either the Audit Committee of the Board of Directors of the Company or the Law Department of the Company. If their concerns or complaints require confidentiality, including keeping their identity anonymous, they may call the above-referenced toll-free hotline, and their confidentiality will be protected, subject to applicable law, regulation or legal proceedings.

9. No Retaliation

The Company will not permit retaliation of any kind by or on behalf of the Company and its employees, officers and directors against good faith reports or complaints of violations of this Code or other illegal or unethical conduct.

10. Public Company Reporting

As a public company, it is of critical importance that the Company’s filings with the Securities and Exchange Commission be fairly stated and accurate in all material respects and timely. Depending on their position with the Company, employees, officers or directors may be called upon to provide necessary information to assure that the Company’s public reports meet such requirements. The Company expects employees, officers and directors to take this responsibility very seriously and to provide prompt and accurate answers to inquiries related to the Company’s public disclosure requirements.

11. Acknowledgment and Certification.

All affected individuals are to certify at least once a year that they have read and thoroughly understand the requirements of the Company’s policy statement currently in effect on conflicts of interest and that neither they nor any members of their immediate family are now or have been since the date of their last certificate engaged in any activity that might create an actual or potential conflict of interest with the Company, and that they have similarly read and understand the Company’s Code of Business Conduct and Ethics and are unaware of any violations except as noted.

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12. Amendment, Modification and Waiver

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

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EX-99.3

Exhibit 99.3

CORPORATE GOVERNANCE GUIDELINES

A Governance Philosophy for the Long Run

Old Republic is an independent, for-profit business. The Company's operations are guided in the spirit of the American free enterprise system and of the public interest vested in a risk taking insurance business. Our Mission is to provide quality insurance security and related services to businesses, individuals, and public institutions and be a dependable long-term steward of the trust our policyholders and shareholders place in us.

As a publicly held corporation, we are required to publish our results each quarter and year. We do so, however, with full appreciation that their meaning can be gauged only in the context of a long term perspective. The insurance business is distinguished from most others in that the prices (premiums) charged for various coverages are set without certainty of the ultimate claim costs and other benefits that will emerge or be incurred, often many years after issuance of a policy. This fact casts Old Republic's business as a long-term undertaking which is managed with a primary focus on the achievement of favorable underwriting results over time.

The ability to obtain favorable underwriting results is highly dependent on the intellectual capital and business relationships of the Company's associates. The combined shareholders' capital and investable funds emanating from underwriting operations are managed in support of the risk exposures taken and the long term promises of financial indemnity made to assureds.

Old Republic's governance is necessarily aligned with the nature of its business. The significant underpinnings of this orientation are:

·Adherence to governance and management practices that promote a reliable and stable environment for delivering on our promises of financial indemnity many years into the future.

·Commitment to the creation of long-term shareholder value measured by growth of equity and cash dividends per share, return on equity, and growth of earnings.

·Maintenance of sufficient additional capital to meet unexpected claims or underwriting adversities, to provide greater assurance of cash dividend continuity, and to secure necessary funding of new businesses at opportune times.

·Encouragement of long term financial and merit-based career commitments by associates at all levels of the organization as well as Board members, to best secure customer relationships and retention of intellectual capital.

Key Elements of our Company's Governance

Governance Overview: Governance of the business is centered in the Board of Directors whose members are elected by the shareholders as owners of the Company's stock. The Board has the ultimate decision-making authority on all Company matters except those specifically reserved for the shareholders, and those inherently delegated to management. The Board selects the Company's Chief Executive Officer and appoints other senior management associates upon recommendation of the CEO. Management has sole responsibility for conducting the Company's business and is so accountable.

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Board of Directors' Responsibilities: The Board of Directors' main function is to oversee the Company's operations. Directly and through several committees operating cohesively, the Board is charged with the following oversight duties:

·Ascertain that strategies and policies are in place to encourage the growth of consolidated earnings and shareholders equity over the long haul, while increasing the Company's regular dividend payout;

·Ascertain that the Company's business is managed in a sound and conservative manner that takes into account the public interest vested in its insurance subsidiaries;

·Provide advice and counsel to management on business opportunities and strategies;

·Review and approve major corporate transactions;

·Monitor the adequacy of the Company's internal control and financial reporting systems and practices to safeguard assets and to comply with applicable laws and regulations;

·Ascertain that appropriate policies and practices are in place for managing the identified risks faced by the enterprise;

·Evaluate periodically the performance of the Chairman and Chief Executive Officer in the context of the Company's mission and performance metrics;

·Review and approve senior management's base and incentive compensation taking into account the business' performance gauged by its return on equity and growth of operating earnings;

·Review periodically senior management development and succession plans at corporate and operating subsidiary levels;

·Select and recommend for election by the shareholders candidates deemed qualified for Board service; and

·Select and recommend the retention of independent auditors for the principal purpose of expressing their opinion on the annual financial statements of the Company and its subsidiaries.

Qualification of Board Members: In considering director candidates, the Board of Directors, through the Governance and Nominating Committee, seeks to identify candidates who, at a minimum, will satisfy the requirements for director independence, who are, or have been, senior executives of businesses or professional organizations, and who have significant business, financial, accounting and/or legal backgrounds useful to the Company’s operations, markets and customer services. Additionally, the Board looks for candidates possessing certain critical personal characteristics, most importantly, (i) respect within the candidate’s social, business and professional community for his or her integrity, ethics, principles and insights; (ii) demonstrated analytic ability; and (iii) ability and initiative to frame insightful questions, to speak out when appropriate, to challenge questionable assumptions, and to disagree in a constructive fashion.

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The Company's insurance business is conducted through four insurance segments which, in the aggregate, are broadly diversified as to type of coverages and services provided. Each of the segments' insurance subsidiaries is highly regulated by state and federal governmental agencies as to their capital requirements, financial leverage, business conduct, and accounting and financial reporting practices. In part as the result of the specialized nature of its businesses and their regulation, 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 is expected to serve one or more three-year terms on the Company's Board, that of one or more of its key insurance subsidiaries, and on one or more Board committees. The commitment of a substantial expenditure of time for meetings, preparation therefor, and related travel is essential to the performance of a director's responsibilities. Owing to the risk taking nature of much of the Company's business, a demonstrated long-term orientation in a Board candidate's business dealings and thought process is considered very important.

With a few standing exceptions, no director may be slated for election on or after December 31st of the year in which he or she attains age 75. It is the Company's longer term objective to reduce the size of its Board to between nine and eleven members and to aim for at least 80% representation by independent directors.

Classified Board of Directors: The Company's Board of Directors has been classified into three classes for several decades. Excepting the possibility of uneven distribution among the classes, one-third of the Board is therefore elected annually. This organizational structure is intended to promote continuity and stability of strategy and management for the best long term interests of investors in the Corporation's securities, insurance policyholders, and other stakeholders.

Board Committees: A majority of Old Republic's Board members satisfy the criteria of independence following the rules of the New York Stock Exchange. Membership on the Company's Audit, Compensation, and Governance and Nominating committees consists exclusively of independent directors. The members and chairpersons of these committees are recommended each year to the Board by the Governance and Nominating Committee in consultation with the Chairman and CEO. Each of the three committees has the authority to retain independent advisors or counsel as necessary and appropriate in the fulfillment of their duties. The chairpersons set the agenda of their respective committees' meetings in consultation with the Chairman and CEO.

The Executive Committee has oversight duties pertaining to such matters as general corporate finance and capital management, investment and dividend policies, operating strategy and enterprise risk management, and succession planning. The Committee is also empowered to exercise the Board's authority in certain regards between scheduled meetings. The Committee is currently made up of three independent directors and the Chairman and CEO.

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The independent directors, who elect a lead director from among their numbers, meet periodically in executive sessions without management directors or other managers present. Such meetings can address any number of topics including auditors' reports and comments, CEO and senior management performance and compensation, industry issues and their possible impact on the Company's prospects, meeting agendas, and Board performance self evaluations.

Size of Board of Directors: The board is composed of twelve persons of whom nine qualify as independent.

Multiple Boards: Company policy prohibits directors from sitting on the boards of more than twoother public companies.

Job Changes: Company policy requires directors to submit a letter of resignation in the event they change jobs or in the event of a conflict of interest with any other board or activity.

The Chairman and Chief Executive Officer: Old Republic has a long-standing policy that the positions of Chairman and Chief Executive Officer be held by the same person. An exception to this policy can occur temporarily in unusual circumstances or during transitions of authority.

The Company speaks with one voice through its Chairman and CEO. He or she is responsible for establishing effective communications with Old Republic's shareholders and other stakeholders. The Chairman and CEO sets the agenda for Board meetings. Various matters considered at Board Committee levels are included on the agenda. Any Board member may request that a particular subject be included on the agenda, however.

Shareholder Rights Plan: The Company maintains a Common Share Purchase Rights Plan for the benefit of its shareholders of record. The Plan represents a sound and reasonable means of protecting the interests of shareholders and other stakeholders. The rights can be activated in the face of a possible takeover attempt that does not treat all shareholders equally, that disregards the Company's true value, or that exhibits self-dealing, coercive behavior or agenda-driven objectives and intents inimical to the best short or long term interests of stakeholders, including both shareholders and the Company's insureds.

Alignment of Interests with the Shareholders: Old Republic has policies which encourage its directors and senior executives, as well as other associates at all levels of the organization to maintain a meaningful, at risk, economic interest in the Company. This is accomplished through their direct ownership of the common stock, through participation in stock-based incentive compensation plans such as the Old Republic Employee Savings and Stock Ownership Plan ("ESSOP"), through deferred compensation commitments, and through long term stock option arrangements. By these means, the Company believes that their economic interests are most aligned with those of the shareholders. As of early 2009, the sum total of all such commitments, most of which consisted of investments in Old Republic's common stock, amounted to approximately 11% of the Company's stock market capitalization.

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EX-99.4

Exhibit 99.4

AUDIT COMMITTEE CHARTER

Committee's Purpose

The Audit Committee (the "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 and the effectiveness of the Corporation’s internal controls over financial reporting, (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 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 under the rules of the New York Stock Exchange and the Sarbanes-Oxley Act of 2002 (the "Act"), and the rules promulgated by the Commission under the Securities Exchange Act of 1934 (the "Exchange Act"). 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 Committee if he or she serves on the audit committees of more than two other publicly held companies.

Committee Meetings

The Committee shall meet as often as it determines, but not less frequently than once every fiscal quarter. The Committee shall meet periodically with management, the internal auditors and the independent auditor in separate executive sessions. The 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 Committee or to meet with any members of, or consultants to, the Committee. A majority of the Committee members, present in person or by conference telephone or other conferencing equipment, shall constitute a quorum. The 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 Committee deems appropriate, other than power or authority which the Committee is required by law or regulation or listing standard to exercise as a whole.

Duties and Responsibilities

The Committee shall have the sole authority to appoint, retain, compensate, evaluate and terminate the Corporation’s independent auditors. The 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 Committee, and the Committee shall be directly responsible for the oversight of the independent auditors, including resolution of disagreements between management and the independent auditors.

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The 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 Committee, for payment of compensation to the independent auditors and to any advisors employed by the Committee and for the Committee’s ordinary administrative expenses necessary to carry out its duties.

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

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

As to Financial Statement and Disclosure Matters:

1. Review and discuss with management and the independent auditor the Corporation’s 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.

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 effectiveness of the Corporation’s internal controls over financial reporting and any steps being adopted in light of significant deficiencies or material weaknesses.

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. The Committee shall discuss the Company’s earnings press releases as well as financial information and earnings guidance provided to analysts and rating agencies. The Chief Executive Officer and/or the Chief Financial Officer shall discuss with the 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.

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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 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 or material weaknesses in the design or operation of internal controls 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:

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:

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:

16. Obtain reports from management, the Corporation’s senior internal auditing executive and the independent auditor with respect to the Corporation’s and its subsidiaries’ compliance with applicable legal and regulatory 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.

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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 over financial reporting and financial statements and disclosures.

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 the Audit Committee's Role

While the Committee has the responsibilities and powers set forth in this Charter, it is not the duty of the 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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EX-99.5

Exhibit 99.5

COMPENSATION COMMITTEE CHARTER

The Compensation Committee (the Committee) shall consist of not less than three, and not more than  seven independent, non-management directors. Members shall be appointed by the Company’s Board of directors (the Board) upon the recommendation of the Company’s Nominating Committee and may be removed singly or in multiples by a majority vote of the non-management directors.

The Committee shall carry out the Board’s overall responsibility relating to compensation of senior executives of the Company and its subsidiaries and determine the overall compensation policies for all Company employees.

The Committee shall have the following authority:

1. To evaluate at least annually the chief executive officer’s performance in light of the Company’s goals and objectives under the business conditions prevailing during the year, and based on this evaluation and relevant competition in the market to set the chief executive officer’s compensation, including annual salary, bonus, incentive and equity compensation;

2. To review and approve annually the evaluation and compensation structure of the senior executive officers of the Company and its subsidiaries. In doing so the Committee shall evaluate the performance and fix the annual compensation, including salary, bonus, incentive and equity compensation, of such officers;

3. To review and advise management on general levels of compensation, including annual salary, bonus, incentive and equity compensation, of other employees of the Company and its subsidiaries, and the policies used in establishing them;

4. To review the Company’s pension, incentive compensation, and stock option plans and to recommend needed or desirable changes in such plans to the Board, and when necessary to the Company’s shareholders. In administering such plans, the Committee shall exercise all the authority of the Board;

5. To prepare and publish  a report in the Company’s proxy statement pursuant to the rules of the Securities and Exchange Commission; and

6. To take any action necessary and proper to enable it to perform the above functions, including without limiting this authority, to obtain information from outside sources and to employ consultants and counsel with expert knowledge in these areas. The Committee’s retention of consultants and the fees of such consultants shall be submitted for approval by the Board.

The Committee shall report its actions and recommendations to the Board after each committee meeting and shall conduct and present to the Board an annual performance evaluation of the Committee and its members. Once each year, the Committee shall review the adequacy of this charter and recommend any proposed changes to the Board for its approval.

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EX-99.6

Exhibit 99.6

GOVERNANCE AND NOMINATING COMMITTEE CHARTER

Name

There shall be a committee of the Board of Directors of Old Republic International Corporation (the "Company") which shall be called the Governance and Nominating Committee.

Purpose

The Governance and Nominating Committee shall (1) identify individuals qualified to become Board members, and recommend that the Board select the director nominees for the next annual meeting of shareholders; and (2) develop and recommend to the Board the Corporate Governance Guidelines applicable to the Company.

Committee Membership and Procedure

The Governance and Nominating Committee shall be comprised of from three to six independent Board members. Each member of the Governance and Nominating Committee shall satisfy the requisite independence requirements. The Board shall appoint the members of the Governance and Nominating Committee, considering the views of the Chairman of the Board and the Chief Executive Officer, as appropriate. The members of the Governance and Nominating Committee shall serve until their successors are appointed and qualify, and shall propose the Chairman of the Governance and Nominating Committee for election by the Board. The Board shall have the power at any time to change the membership of the Governance and Nominating Committee and to fill vacancies in it, subject to such new member(s) satisfying the requisite independence requirements. Except as expressly provided in this Charter, the by-laws of the Company or the Corporate Governance Guidelines of the Company, the Governance and Nominating Committee shall fix its own rules of procedure.

Committee Authority and Responsibilities

·The Governance and Nominating Committee shall be responsible for the long range planning for the staffing of future Boards and shall maintain qualification criteria for Board members, and actively seek, interview and screen individuals qualified to become Board members for recommendation to the Board in accordance with the Corporate Governance Guidelines.

·The Governance and Nominating Committee, jointly with the Compensation Committee, shall approve the compensation of prospective new board members for approval by the board.

·The Governance and Nominating Committee shall have the sole authority to retain and terminate any search firm to be used to identify director candidates and shall have sole authority to approve the search firm’s fees and other retention terms. The Governance and Nominating Committee shall also have authority to obtain advice and assistance from internal or external legal, accounting or other advisors.

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·The Governance and Nominating Committee shall review annually, or more often if appropriate, the directors who are members (including qualifications and requirements), structure (including authority to delegate) and performance of committees of the Board (including reporting to the Board), and make recommendations to the Board, as appropriate.

·The Governance and Nominating Committee shall review and reassess at least annually the adequacy of the Corporate Governance Guidelines of the Company and recommend any proposed changes to the Board for approval.

·The Governance and Nominating Committee shall make regular reports to the Board.

·The Governance and Nominating Committee shall review and reassess the adequacy of this Charter annually and recommend any proposed changes to the Board for approval. The Governance and Nominating Committee shall annually review its own performance.

·The Governance and Nominating Committee shall maintain a Board-approved Code of Business Conduct and Ethics, shall recommend changes in it to the Board from time to time as appropriate, and shall consider any requests for waivers from the Company’s Code of Business Conduct Ethics. The Company shall make disclosure of such waivers to both the New York Stock Exchange and the Securities and Exchange Commission.

·The Governance and Nominating Committee shall serve in an advisory capacity to the Board and Chairman of the Board on matters of organizational and governance structure of the Company and the conduct of the Board.

·The Governance and Nominating Committee shall receive comments from all directors and report annually to the Board with an assessment of the Board’s performance, to be discussed with the full Board following the end of each fiscal year.

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