OLD REPUBLIC
   INTERNATIONAL CORPORATION


                  Notice of the Annual Meeting of Shareholders

                             To be held May 26, 2006


To the Shareholders of
     OLD REPUBLIC INTERNATIONAL CORPORATION

     NOTICE IS HEREBY GIVEN that the Annual Meeting of the  Shareholders  of OLD
REPUBLIC  INTERNATIONAL  CORPORATION will be held in Room 2200 at the offices of
the Company, 307 North Michigan Avenue, Chicago,  Illinois 60601, on Friday, May
26,  2006 at 3:00  P.M.  Central  Daylight  Savings  Time,  for the  purpose  of
considering and acting upon the following matters:


1.   The election of four Class 1 directors;

2.   To  consider   and  act  upon  a  proposal  to  approve  the  Old  Republic
     International Corporation 2006 Incentive Compensation Plan; and

3.   To transact such other business as may properly come before the meeting.


     Shareholders  of record at the close of  business on March 21, 2006 will be
entitled to vote,  either in person or by proxy.  Shareholders who do not expect
to attend in person are urged to execute  and return the  accompanying  proxy in
the envelope enclosed.


     The annual  report of the Company for the year 2005 is being  mailed to all
shareholders of record with this Notice and the Proxy Statement.


     By order of the Board of Directors.


                                                  SPENCER LEROY III
                                                  Secretary

Chicago, Illinois
March 31, 2006





                                 Proxy Statement
                     OLD REPUBLIC INTERNATIONAL CORPORATION
                         ANNUAL MEETING OF SHAREHOLDERS
                                  May 26, 2006


                               GENERAL INFORMATION

     This proxy statement is being furnished to the shareholders of Old Republic
International  Corporation,  a Delaware  corporation (the "Company"),  307 North
Michigan Avenue, Chicago, Illinois 60601, in connection with the solicitation of
proxies by its Board of Directors for use at the annual meeting of  shareholders
to be held on May 26, 2006 and any adjournments thereof. The approximate date on
which this proxy  statement and the  accompanying  proxy are first being sent to
the shareholders is March 31, 2006.

     The  proxy  is  revocable  at  any  time  before  it is  voted  by  written
notification  to the persons  named  therein as proxies,  which may be mailed or
delivered  to the  Company  at the above  address.  All  shares  represented  by
effective proxies will be voted at the meeting and at any adjournments thereof.

     If the enclosed proxy is properly  executed and returned in time for voting
with a choice specified thereon, the shares represented thereby will be voted as
indicated  thereon.  If no specification is made, the proxy will be voted by the
proxy  committee  for the election as directors of the nominees  named below (or
substitutes  therefor if any  nominees  are unable or refuse to serve);  for the
approval  of  the  Company's  2006  Incentive  Compensation  Plan;  and  in  its
discretion  upon  such  matters  not  presently  known or  determined  which may
properly come before the meeting.

     The Company has one class of stock  outstanding,  Common  Stock,  $1.00 par
value per share ("Common  Stock").  On February 2, 2006,  229,597,096  shares of
Common  Stock were  outstanding  and  entitled  to one vote each on all  matters
considered at the meeting. Shareholders of record as of the close of business on
March 21, 2006 are entitled to notice of and to vote at the  meeting.  There are
no cumulative voting rights with respect to the election of directors.

                         PRINCIPAL HOLDERS OF SECURITIES

     The following tabulation shows with respect to (i) each person who is known
to be the  beneficial  owner of more than 5% of the Common Stock of the Company;
(ii) each director and executive officer of the Company; and (iii) all directors
and  executive  officers,  as a group:  (a) the total number of shares of Common
Stock beneficially owned as of March 1, 2006 and (b) the percent of the class of
stock so owned as of the same date:











                                       1


                                                                                        Amount and
                                                                                        Nature of            Percent
                                                          Name of                       Beneficial             of
          Title of Class                             Beneficial Owner                   Ownership            Class(*)
------------------------------------    ------------------------------------------    --------------        ----------
                                                                                                   
Common Stock
Shareholders' beneficial ownership      Franklin Mutual Advisors, LLC.                   17,211,645  (1)        7.5
of more than 5% of the Common Stock     51 John F Kennedy Parkway
(excluding directors)                   Short Hills, NJ  07078

                                        Franklin Resources, Inc.                         12,207,540  (1)        5.3
                                        One Franklin Parkway
                                        San Mateo, California  94403-1906

                                        Inter Capital Company of Chicago as the
                                        trustee of the
                                        Old Republic International Corporation           11,657,768  (2)        5.1
                                        Employees Savings and Stock
                                        Ownership Plan
                                        Messrs. Bischof,  Legg, Popp, Steiner and
                                        Zucaro as members of  The
                                        Executive Committee
                                        307 North Michigan Avenue
                                        Chicago, Illinois 60601


                                                                                      Other Shares                  Percent
                          Name of         Shares Subject to    Shares Held by         Beneficially                     of
Common Stock          Beneficial Owner     Stock Options(*)   Employee Plans (*)       Owned (*)          Total     Class(*)
-----------------   -------------------   -----------------  -------------------   -----------------   -----------  --------
                                                                                                  

 Directors' and      Harrington Bischof              -                  -                20,239(4)         20,239       **
 executive           Jimmy A. Dew                 657,188            153,164 (3)        545,538(5)      1,355,890      0.6
 officers'           John M. Dixon                   -                  -                 7,684             7,684       **
 beneficial          James A. Kellogg              44,445             34.125 (3)        375,562           454,132      0.2
 ownership           Peter Lardner                   -                 7,379             84,378(6)         91,757       **
                     Wilbur S. Legg                  -                  -                87,780(7)         87,780       **
                     Spencer LeRoy III            322,578             11,853 (3)         57,722(8)        392,153      0.2
                     Karl W. Mueller               10,625               -                 1,250            11,875       **
                     Christopher S. Nard          321,307              7,842              1,000           330,149      0.1
                     John W. Popp                    -                  -                19,500            19,500       **
                     William A. Simpson           797,343             77,967 (3)        318,984(9)      1,194,294      0.5
                     Arnold L. Steiner               -                  -               820,869(10)       820,869      0.4
                     Fredricka Taubitz               -                  -                 5,000             5,000       **
                     Charles  F. Titterton           -                  -                 8,561             8,561       **
                     Dennis Van Mieghem              -                  -                 5,500(11)         5,500       **
                     Steven R. Walker                -                  -                 4,840(12)         4,840       **
                     William G. White, Jr.           -                  -                87,210            87,210       **
                     Rande K. Yeager               27,720             15,909 (3)          1,250            44,879       **
                     Aldo C. Zucaro             1,253,438            260,964 (3)        764,142         2,278,544      0.9

                     All executive officers
                     and directors,
                     as a group (20)            3,498,894            593,090          3,226,134         7,318,118      3.1
 ============================================================================================================================


*    Calculated  pursuant to Rule  13d-3(d) of the  Securities  Exchange  Act of
     1934.  Unless otherwise stated below,  each such person has sole voting and
     investment  power with  respect to all such  shares.  Under Rule  13d-3(d),
     shares not outstanding  which are subject to options,  warrants,  rights or
     conversion privileges exercisable within 60 days are deemed outstanding for
     the purpose of calculating the number and percentage  owned by such person,
     but  are  not  deemed  outstanding  for  the  purpose  of  calculating  the
     percentage  owned by each  other  person  listed.  Common  shares  used for
     calculation  purposes  include  the  equivalent  common  shares that may be
     issued  upon  conversion  by  the  beneficial   owner  of  Preferred  Stock
     convertible within 60 days.

**   Less than one-tenth of one percent.

(1)  Reflects the number of shares shown in the most recent Schedule 13G filings
     with the  Securities  and Exchange  Commission  through  February 15, 2006.
     Franklin Mutual Advisers,  LLC., a subsidiary of Franklin Resources,  Inc.,
     reports that it has advisory  contracts  pursuant to which Franklin  Mutual
     Advisors, LLC is granted investment and voting powers over these securities
     and for Rule 13d-3 purposes may be considered the beneficial owner of these
     shares.  Both entities  state that the voting and  investments  of each are
     exercised independently.
(2)  Under the terms of the Old  Republic  International  Corporation  Employees
     Savings and Stock  Ownership Plan  ("ESSOP"),  a participant is entitled to
     vote the  Company  stock held by the  ESSOP,  the shares of which have been
     allocated to the  participant's  account.  The  Executive  Committee of the
     Company,  pursuant to the ESSOP,  is  authorized  to vote the Company stock
     held by the  ESSOP  until  such time as the  shares of such  stock has been
     allocated  to a  participant's  account  or  where a  participant  fails to
     exercise his or her voting rights.  Additionally,  the Executive  Committee

                                       2

     may be deemed to have  investment  power with  respect to stock held by the
     ESSOP. The Executive Committee is composed of Messrs.  Bischof, Legg, Popp,
     Steiner  and  Zucaro.  Under  the  rules  of the  Securities  and  Exchange
     Commission,  each of them may be deemed to be the beneficial  owner of such
     shares of  Common  Stock by virtue of such  shared  voting  and  investment
     power.
(3)  Includes only the shares that have been allocated to the employer  matching
     and employee  savings  accounts of the  director or executive  officer as a
     participant  in the ESSOP.  Excludes those shares for which the director or
     executive  officer may be deemed to have  investment  and voting power as a
     result of being a member of the Executive Committee. Includes shares of the
     Company's stock held in the Bituminous  Casualty  Corporation 401K Plan for
     Mr.  Lardner  and shares of the  Company's  stock  held by the RMIC  Profit
     Sharing Plan for Messrs. Dew and Simpson.
(4)  Includes 8,437 shares held in trust for Mr. Bischof's benefit.
(5)  Includes 209,471 shares owned by Mr. Dew's wife.
(6)  Includes  56,258 shares held in a living trust of which Mr.  Lardner's wife
     is the trustee and for which Mr. Lardner  disclaims  beneficial  ownership.
     Excludes  8,085  shares  held in trust for Mr.  Larder's  wife as an income
     beneficiary for which Mr. Lardner disclaims beneficial ownership.
(7)  Includes  80,415  shares  held in trust for Mr.  Legg's  benefit  and 7,365
     shares held in trust for Mrs.  Legg's  benefit for which Mr. Legg disclaims
     beneficial ownership.
(8)  Includes 16,617 shares held in trust for Mr. LeRoy's benefit.
(9)  Includes 134,648 shares owned by Mr. Simpson's wife.
(10) Includes 270,237 shares owned by Mr. Steiner directly,  22,350 shares owned
     by Mr.  Steiner's  wife  directly,  528,281  shares  held in trust  for Mr.
     Steiner's  children.  Excludes 91,201 shares held by the Steiner Foundation
     for which Mr. Steiner disclaims beneficial ownership.
(11) Includes  1,250 shares owned by Mr. Van Mieghem's  wife and 125 shares held
     in trust for Mr. Van Mieghem's benefit.
(12) Includes 3,715 shares held in trust for Mr. Walker's benefit.

      COMPLIANCE WITH SECTION 16(a) OF THE SECURITIES EXCHANGE ACT OF 1934

     Section 16(a) of the Securities Exchange Act of 1934 requires the Company's
executive  officers and directors,  and persons who own more than ten percent of
the  Company's  Common  Stock,  to file  reports  of  ownership  and  changes in
ownership with the Securities and Exchange Commission  ("SEC").  Based solely on
reports and other  information  submitted by executive  officers,  directors and
such other persons  required to file, the Company  believes that during the year
ended December 31, 2005 all reports required by Section 16(a) have been properly
filed except that through an oversight by his agents,  Mr. Steiner made two late
filings  concerning shares sold by a limited  liability  corporation of which he
was both an equity  owner and a manager.  Neither  filing was made more than two
days late.

               THE BOARD OF DIRECTORS AND ITS STANDING COMMITTEES

     The  Company's  Board of  Directors  has the  responsibility  to review the
overall  operations  of the Company.  The Board members are kept informed of the
Company's  results of  operations  and proposed  plans and  business  objectives
through periodic  reports sent to them by the Company's  management or presented
at Board and Committee  meetings.  The Board met four times last year, once each
quarter.  Each incumbent  director attended at least 75% of the aggregate of the
meetings of the Board of Directors  and  Committees  on which each served during
2005.

     Nine  of  the  Company's   thirteen  current  directors  have  no  material
relationships  with  the  Company,  apart  from  their  directorships,  and  are
independent, as that term is used in Section 303A.02 of the Listing Standards of
the New York Stock Exchange ("NYSE"). The independent directors as determined by
the Board of  Directors,  are  Messrs.  Bischof,  Dixon,  Legg,  Popp,  Steiner,
Titterton,  Van Mieghem,  White and Ms. Taubitz. The independent  directors have
selected from among themselves a Lead Director and met on a regular basis during
2005  in  executive  sessions  apart  from  the  non-independent  directors  and
management.  The Lead Director position rotates among the independent  directors
for terms not exceeding two years each.  His or her successor  will be nominated
by the Nominating Committee and elected by the independent  directors.  The Lead
Director for 2005 was Wilbur Legg.  Succeeding  him as the Lead Director in 2006
will be Arnold L. Steiner.  Any interested  party wishing to express concerns to
the Lead Director or the independent directors may do so by writing to:

                  Old Republic International Corporation
                  307 North Michigan Avenue
                  Chicago, Illinois 60601

     The Company's  Secretary will promptly forward all such  correspondence  to
the Lead Director.

Directors' Compensation

     Directors of the Company  receive an annual retainer of $28,800 plus $2,400
for each Board or Committee meeting they attend. Directors of the Company or any
of its  subsidiaries  who are full  time  employees  do not  receive  an  annual
retainer but receive  $2,400 for each meeting  they attend,  as members,  of the
Board or a  Committee  of the  Company,  other than  meetings  of the  Executive
Committee.  Mr. Popp as Chairman of the Audit  Committee  is paid an  additional
annual  retainer  of  $15,000.  Several  independent  directors  also  serve  as
directors for subsidiary companies. The fees for their serving on the boards and
committees of these companies  ranged from $1,500 to $18,000 for 2005. The total
compensation paid to the Company's  independent  directors varied depending upon
the number of boards and committees on which each director served.  However, the
total annual compensation paid, whether by the Company or a subsidiary,  to each
independent  director  ranged from $73,500 to $146,000 for 2005. The Company and
its subsidiaries,  also, either directly pay, or reimburse directors for travel,
lodging and related expenses incurred in attending meetings.

                                       3

 Board Committees

     The Board of Directors has four principal standing committees.

     The Executive Committee is empowered to exercise the authority of the Board
of  Directors  in the  management  of the  business  and  affairs of the Company
between the meetings of the Board,  except as provided in the By-laws or limited
by the provisions of the General  Corporation Law of the State of Delaware.  The
Committee  operates pursuant to a written charter.  It is authorized to evaluate
the  performance  of senior  executives,  to review and  approve  the  Company's
investment   policy,   to  review  and  approve  the   Company's   dividend  and
capitalization policies, and to evaluate and make recommendations with regard to
executive  succession.  The Committee also supervises the Company's  pension and
Employees  Savings and Stock Ownership plans. The Committee,  which is currently
composed of Messrs.  Bischof,  Legg, Popp,  Steiner,  and Zucaro, met four times
during 2005 and took action by unanimous written consent three times. Mr. Zucaro
is Chairman of the Committee.

     The Audit  Committee is empowered to oversee the integrity of the Company's
financial  statements,  the  Company's  compliance  with  legal  and  regulatory
requirements,  the independent  qualifications  and performance of the Company's
internal and external  auditors and the selection of the  Company's  independent
external  auditors.  The Committee also is required to annually produce a report
which is printed below.  The Committee  operates  pursuant to a written charter,
approved  by the Board of  Directors,  a copy of which is attached as Exhibit A,
and is subject to an annual performance evaluation.  While information appearing
on the  Company's  website  is not  incorporated  by  reference  in  this  Proxy
statement,  the  Committee's  charter may be viewed on the Company's  website at
www.oldrepublic.com. Printed copies are available to shareholders of the Company
upon request.  The Committee is composed of eight independent  directors who are
considered by the Board of Directors to be financially  literate.  The Committee
members currently are: Messrs.  Bischof,  Legg, Popp,  Steiner,  Titterton,  Van
Mieghem, White and Ms. Taubitz. The Audit Committee had four regularly scheduled
meetings  during 2005,  three meetings with the Company's  independent  auditors
prior to the  Company's  filing of quarterly  reports,  and it held four special
meetings which included  meetings with the Company's Chief Financial Officer and
independent  auditors.  Mr.  Popp is the  Committee  Chairman.  Each  member was
considered  in  the  judgment  of  the  Company's   Board  of  Directors  to  be
independent,  as that term is used in  paragraph  (b)(1)(ii)  of the SEC's  Rule
10A-3 and Section 303A.02 of the NYSE's Listing  Standards.  No member served on
the audit  committees of three or more unrelated  publicly held companies.  Four
members of the Committee,  Messrs. Popp, Titterton, Van Mieghem and Ms. Taubitz,
each qualify in the  judgment of the Board of  Directors  as an audit  committee
financial  expert,  as that term is used in Item 401(h) of the SEC's  Regulation
S-K. A member of the Audit Committee during 2005 and for many years before that,
Mr. William G. White,  Jr. has indicated that he will not stand for  re-election
when his term expires with the shareholders' meeting on May 26, 2006.

     For the year ended December 31, 2005, the Committee selected the accounting
firm of PricewaterhouseCoopers  LLP ("PwC") as its independent registered public
accounting firm ("independent  auditors") to examine the Company's  consolidated
financial statements. A member of PwC is expected to attend the Company's Annual
Meeting of Shareholders. The firm's members will be provided with an opportunity
to make an  appropriate  statement,  if so  desired,  and will be  available  to
respond  to  questions.  PwC's  aggregate  fees  incurred  by  the  Company  for
professional  services for the past five years are shown below.  The Company has
been  advised  that  PwC's  much  greater  fees for 2004 and 2005 are  primarily
reflective  of the  firm's  added  work to  comply  with its  interpretation  of
requirements  imposed  by the  Sarbanes  Oxley  Act  and  the  Public  Companies
Accounting Oversight Board.


     Type of Fees                         2005             2004             2003             2002             2001
     ------------                     -------------    -------------    -------------    -------------    -------------
                                                                                           
     Audit Fees (a).................   $ 3,992,418      $ 6,664,745      $ 1,808,879      $ 1,430,778      $ 1,392,405
     Audit Related Fees (b).........       581,709          467,184          351,163          281,025          252,200
     Tax Fees.......................         8,772            8,199             -                -                -
     All Other Fees.................         3,000            8,411            8,145             -                -
                                      -------------    -------------    -------------    -------------    -------------
            Total...................   $ 4,585,898      $ 7,148,539      $ 2,168,187      $ 1,711,803      $ 1,644,605
                                      =============    =============    =============    =============    =============


     (a)  The total 2004 fees of $7,148,539 shown above are $573,738 higher than
          previously  reported, and reflect final billings by PwC  subsequent to
          the preparation of the 2005 Proxy Statement.
     (b)  Includes  fees relating  to audits of  the company's  various  benefit
          plans and actuarial opinions of the Company's loss and loss adjustment
          expense reserves required by insurance regulations.

     The term "Audit Fees" refers to fees for professional  services rendered by
PwC for the audit of the Company's annual financial  statements  included in the
Company's Form 10-K and review of financial statements included in the Company's
Forms 10-Q and services  that are normally  provided by PwC in  connection  with
audits of statutory financial statements and regulatory filings.  "Audit Related
Fees"  refers  to fees  for  assurance  and  related  services  by PwC  that are
reasonably  related to the  performance  of the audit or review of the Company's
financial  statements  and are not reported  under "Audit Fees".  They consisted
primarily of fees for actuarial  opinions  required for  regulatory  purposes on
insurance  subsidiaries'  claim reserves,  audits of employee  benefit plans and
assistance in certain state insurance department examinations. "Tax Fees" refers

                                       4

to fees for professional  services rendered by PwC for tax compliance.  The term
"All Other Fees" refers to fees for products and services provided by PwC, other
than those  reported under the preceding  categories,  and consisted of a charge
for utilizing certain software for the Company's Canadian operations.

     The  Charter  of the Audit  Committee  requires  that the  Audit  Committee
pre-approve  all  non-audit  work to be performed by the  Company's  independent
auditors.  In determining  whether to approve non-audit services to be performed
by the audit firm,  the Audit  Committee  will consider  whether the services in
question  facilitate  the  performance  of  the  audit,  improve  the  Company's
financial  reporting  process or are  otherwise in the Company's or the public's
interest.  All  (100%) of the  Audit-Related  Fees,  Tax Fees and All Other Fees
billed to the  Company  in 2005 and 2004 were  approved  by the Audit  Committee
pursuant to the pre-approval waiver requirements of Rule 2-01(c)(7)(i)(C) of the
SEC's  Regulation  S-X.  The Audit  Committee  has  determined  that these other
services  and  products  rendered  by  PwC  were  not  incompatible  with  PwC's
independence as the Company's auditors.

     PwC has advised the  Committee  that all persons  engaged in the  Company's
independent audit were full-time  permanent employees of PwC. No decision has as
of yet been made with  respect to the  selection of an  independent  auditor for
fiscal 2006 and,  accordingly,  the Company is unable to submit the retention of
independent auditors to a vote of the shareholders.

                         AUDIT COMMITTEE REPORT FOR 2005

     The following Report of the Audit Committee does not constitute  soliciting
material and should not be deemed filed or  incorporated  by reference  into any
other Company filing under the Securities Act of 1933 or the Securities Exchange
Act of 1934,  except to the extent the Company  specifically  incorporates  this
Report by reference therein.

     In accordance  with its written  Charter,  the Audit Committee of the Board
("Committee")  assists the Board in fulfilling its  responsibility for oversight
of the quality and integrity of the accounting, auditing and financial reporting
practices of the Company.

     As part of its  function,  it  recommended  to the Board of  Directors  the
appointment of  PricewaterhouseCoopers  LLP ("PwC") as the Company's independent
auditors for 2005.

     During  2005,  the  committee  discussed  the interim  financial  and other
information  contained in each  quarterly  report to the Securities and Exchange
Commission with the Chief Executive Officer, Chief Financial Officer, Controller
and the independent  auditors prior to its release.  The Committee regularly met
with the Company's legal counsel to review  litigation  involving the Company or
its  subsidiaries  and ascertain that the Company  complied with applicable laws
and regulations.

     The Committee  meets with the internal and independent  auditors,  with and
without management present, to discuss the results of their examinations,  their
evaluations of the Company's  internal  controls and the overall  quality of the
Company's financial reporting.

     In fulfilling its oversight  responsibilities,  the Committee  reviewed and
discussed with management and the independent  registered public accounting firm
the Company's  audited  financial  statements  contained in the Annual Report on
Form 10-K for the year 2005.  In  addition,  the  Committee  discussed  with the
independent  auditors matters to be discussed by Statement on Auditing Standards
No. 61 (Communication with Audit Committees).

     The  Committee  has  received  from the  independent  auditors  the written
disclosures  and the  letter  required  by  Independence  Standards  Board No. 1
(Independence Discussions with Audit Committees) and the Committee has discussed
with PwC the independence of the registered public accounting firm.

     Following these discussions and reviews,  the Committee  recommended to the
Board of Directors and the Board approved the inclusion of the audited financial
statements in the  Company's  Annual Report on Form 10-K for the year 2005 filed
with the Securities and Exchange Commission.

                               Audit Committee
                               John W. Popp, Chairman     Fredricka Taubitz
                               Harrington Bischof         Charles F. Titterton
                               Wilbur S. Legg             Dennis P. Van Mieghem
                               Arnold L. Steiner          William G. White, Jr.

     The Nominating  Committee is empowered to develop and oversee the Company's
policy on the size,  composition and  qualifications  of the Board of Directors.
The Committee is  authorized  to establish  procedures to identify and recommend

                                       5

qualified   candidates  for  election  to  the  Board.  The  Committee  is  also
responsible for establishing and overseeing compliance with corporate governance
principles and procedures for the  nomination  process.  The Committee  operates
pursuant to a written charter  approved by the Board of Directors and is subject
to  an  annual  performance  evaluation.  While  information  appearing  on  the
Company's website is not incorporated by reference in this Proxy statement,  the
Committee's    charter   may   be   viewed   on   the   Company's   website   at
www.oldrepublic.com.  Printed copies are available to shareholders upon request.
The Committee is composed of five independent directors Messrs.  Bischof, Dixon,
Legg, Steiner, and Titterton,  of which Mr. Bischof is the Chairman. Each member
of the  Committee is  considered  independent  in the judgment of the  Company's
Board of  Directors  and  according to the Listing  Standards  of the NYSE.  The
Committee met four times during 2005.

      OLD REPUBLIC INTERNATIONAL CORPORATION CORPORATE GOVERNANCE OVERVIEW

     For several years the Company has been guided by many of the  principles of
director  independence and  qualifications  now required by the rules of the SEC
and NYSE.  Subsequent  to the  promulgation  of these  regulations,  the Company
codified  a  number  of  its  existing  governance  practices  and  adopted  all
additional  practices  required  by  these  rules.  Sixty-nine  percent  of  the
Company's  current  Board  membership  is  considered  to meet  the  appropriate
criteria for independence.

     The Audit,  Compensation  and  Nominating  Committees of the Board are each
standing committees comprised entirely of independent  directors who possess the
professional  qualities set forth by these  regulations.  The Company's Board of
Directors has a Lead Director who chairs meetings of the independent directors.

     While information appearing on the Company's website is not incorporated by
reference  in  this  Proxy  statement,   the  Company's   Corporate   Governance
Guidelines,  Code of Ethics  for the  Principal  Executive  Officer  and  Senior
Financial Officers and its Code of Business Conduct and Ethics, may be viewed on
line  on the  Company's  website  at  www.oldrepublic.com.  Printed  copies  are
available to shareholders upon request to the Investors Relations  Department at
the Company's Chicago Home Office.

     Shareholders of the Company may communicate  with the Board of Directors as
a whole or with any individual  director.  The communications must be in writing
and  sent  in care of the  Company's  Secretary  at the  Company's  office.  The
Secretary will forward the  communications to the intended  recipient as soon as
they are received.

               CONSIDERATION AND EVALUATION OF DIRECTOR CANDIDATES

     The Company's Board of Directors views its primary mission as (a) rewarding
its shareholders by establishing policies whose objectives are to grow corporate
earnings  and  shareholders  equity  over the long term,  while  increasing  the
Company's regular dividend payout;  and (b) overseeing the Company's  businesses
in a sound,  conservative  manner  to assure  their  profitable  growth  and the
capacity to honor their just  obligations to assureds and  beneficiaries  of the
Company's insurance contracts.

     Currently  the  Board is  composed  of  thirteen  persons  of whom nine are
independent.  While it is the Company's longer term objective to reduce the size
of its Board of  Directors  from  thirteen  to  between  nine and  eleven and to
increase the representation of independent  directors,  two director  candidates
presented  themselves this year who were judged by the Nominating  Committee and
the full Board of Directors to be exceptional candidates.  Recently retired from
careers  spanning  over 30 years in the title  insurance  and  mortgage  banking
industries,  respectively, Messrs. Steven R. Walker and Leo E. Knight, Jr. would
bring  valuable  expertise  to the  Board  of  Directors  and the  Company.  The
Company's  subsidiaries  have  known and dealt  with both  individuals  for many
years, and both would qualify as independent directors in the future.

     When the Board of Directors  considers  new director  candidates,  it seeks
strong  candidates  who,  ideally,   meet  appropriate   standards  of  director
independence, are, or have been, senior executives of businesses or professional
organizations, and have significant business, financial, accounting and/or legal
backgrounds  related to the Company's  operations,  markets and/or clients.  The
Board will consider any such strong  candidate  provided he or she possesses the
following  personal  characteristics:  (i) business and  professional  community
respect for his or her  integrity,  ethics,  principles,  insights  and analytic
ability; and (ii) ability and initiative to frame insightful questions, to speak
out when appropriate, to challenge questionable assumptions,  and to disagree in
a constructive fashion.

     The  Company's  insurance  business  is  managed  through  three  principal
segments,  each  of  which  is  broadly  dispersed  geographically.  Each of the
segments  and their  insurance  subsidiaries  are highly  regulated by state and
federal  governmental  agencies as to their  business,  accounting and financial
reporting  practices.  In part, as the result of the  specialized  nature of its
businesses and their regulations,  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 must agree to serve
one or more three-year terms on both the Company's Board and the board of one or

                                       6

more of its subsidiaries  and a number of their  corresponding  committees.  The
commitment  of a  substantial  expenditure  of  time  for  meeting  preparation,
meetings  and  travel  is  essential   to  the   performance   of  a  director's
responsibilities.

     Owing to the inherently long-term nature of much of the Company's business,
a  demonstrated  long-term  orientation  in a candidate's  business  dealings is
considered  very  important.  A nominee must commit to acquiring,  and retaining
during his or her tenure on the Board, a significant  ownership in the Company's
common  stock.  Similarly,  no  director  may have any  significant  conflict of
interest  with the Company or any of its  subsidiaries  which  would  affect the
director's judgment in dealing with their affairs.

     In addition to the above minimum criteria,  the Nominating  Committee seeks
additional  background  qualities  or  experience  such  as a  certified  public
accountancy  with  responsibilities  in audit  practice,  experience as a senior
financial  officer in an  insurance or financial  institution  with  revenues in
excess of $100 million, relevant background in insurance or corporate securities
and/or  tax law or other  pertinent  qualities  resulting  from an  individual's
business management experience.

     The Nominating  Committee evaluates and proposes candidates to the Board at
large for approval and slating. It is the policy of the Nominating  Committee to
consider director candidates  nominated by shareholders.  Any name presented for
consideration  must  be  submitted  to the  Lead  Director  with  a copy  to the
Secretary of the  Corporation  for its records no later than 120 days before the
anniversary  of the date of the Company's  last  previous  proxy  statement.  It
should be accompanied by a brief description of the person's qualifications plus
additional  sources of relevant  information  which will assist the Committee in
its investigation of the person's background and qualifications.  All candidates
nominated by the shareholders will be evaluated on the basis of the same minimum
criteria and additional  background  qualifications  and  experience  enumerated
above. A candidate who does not satisfy the minimum  criteria  enumerated  above
will not be  nominated  by the  Nominating  Committee  to the  Board.  Given the
long-term nature of the Company's business,  nominees should not be presented if
they are regarded simply as representatives of a particular shareholder or group
of shareholders with a short-term orientation.

     The  Company  does not  require  its Board of  Directors  to attend  annual
meetings of its shareholders.  The meetings are conducted by the Chairman of the
Board who represents the entire Board for purposes of such meetings.

     The Compensation  Committee,  is empowered to develop, review and supervise
the employee  benefit plans of the Company,  to fix the  compensation  of senior
executive  officers,  and to evaluate their  performance.  The Committee also is
required to annually produce a report on executive compensation which is printed
below and is subject to an annual performance evaluation. The Committee operates
pursuant  to a  written  charter  approved  by the  Board  of  Directors.  While
information  appearing on the Company's website is not incorporated by reference
in this Proxy statement,  the Committee's charter may be viewed on the Company's
website at  www.oldrepublic.com.  Printed  copies are available to  shareholders
upon request.  The Committee is composed of seven  directors,  Messrs.  Bischof,
Dixon, Legg, Popp, Steiner,  Van Mieghem and White. Mr. Dixon is the Committee's
Chairman. Each member of the Committee is considered independent in the judgment
of the Company's  Board of Directors  and according to the listing  standards of
the NYSE. The Committee met five times during 2005.

           COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION

     None of the  members of the  Compensation  Committee  has ever served as an
officer  or  employee  of the  Company or any of its  subsidiaries,  nor has any
executive  officer  of  the  Company  served  as  a  director  or  member  of  a
compensation  committee for any company that employs any Director of the Company
or member of the Compensation Committee.

    REPORT OF THE COMPENSATION COMMITTEE ON EXECUTIVE MANAGEMENT COMPENSATION

     The following  Report of the  Compensation  Committee  and the  performance
graphs included  elsewhere in this proxy statement do not constitute  soliciting
material and should not be deemed filed or  incorporated  by reference  into any
other Company filing under the Securities Act of 1933 or the Securities Exchange
Act of 1934,  except to the extent the Company  specifically  incorporates  this
Report or the performance graphs by reference therein.

     The Compensation  Committee of the Board of Directors (the  "Committee") of
Old Republic  International  Corporation (the "Company")  evaluated and approved
the overall  compensation,  policies and practices for the Company's management,
including its Chief Executive Officer ("CEO") and other executive officers,  and
the  management's  range of compensation  for other employees of the Company and
its  subsidiaries.  It, also,  reviewed the Company's Key Employees  Performance
Recognition  Plan  ("KEPRP"),  the  Stock  Option  Plan  (the  "Plan"),  and the
Employees Savings and Stock Ownership Plan ("ESSOP").

     In  making  its   evaluations,   the  Committee   retained  an  independent
compensation  consultant who reviewed the Company's compensation program and its
KEPRP and Plan and compared  them to the  compensation  and benefit  programs of

                                       7

other companies  including the Company's Peer Group of companies  listed on page
17. The  consultant  also  reviewed the  Committee's  procedures.  Further,  the
Committee  considered a large number of factors  including those set forth under
"Compensation  Policies"  herein,  together  with  other  matters  such  as  the
inflation rate and the Company's past  performance,  generally over  consecutive
five-year  time frames.  The  Committee did not consider such factors based upon
any  scientific  or  other  formula  nor on  any  quantitative  analysis  of the
relationship  among  such  factors.   Rather,  the  Committee's  evaluation  was
subjective since each Committee member exercised his common sense and reasonable
business  judgment  in  attaching  varying  degrees of  importance  to each such
factor.

Compensation Policies

     The Company's  compensation  policies and practices,  particularly  as they
apply to its executive officers,  including the CEO, are intended to achieve the
following major objectives:

1.   To set annual salaries (base income) for key executive  officers at amounts
     which:  a) are reasonably  competitive in the context of prevailing  salary
     scales;  and (b) in the Committee's  judgment  provide a fixed,  reasonable
     source of current income during the period of employment.  Other sources of
     executive  compensation  discussed in separate  sections  hereunder are not
     taken into account when  setting  base annual  salaries.  Among the factors
     considered in varying  degrees,  as previously  noted,  are business  size,
     level of responsibility,  complexity of operations,  long term performance,
     term of service,  commitment to Old Republic's  long term  objectives,  and
     future prospects. Additionally, the Committee takes into account prevailing
     salary scales in the insurance industry,  trends in salary levels published
     in compilations and reports,  and data contained in the proxy statements of
     publicly  held  insurance  organizations  whose assets,  revenues,  and net
     income are larger,  smaller,  or  approximately  the same as the Company's.
     These insurance organizations include but are not limited to those that are
     a part of the Peer Group comparisons on page 17 of this Proxy Statement.

2.   To afford  personnel an  opportunity  and incentive to increase  their base
     income  over time  through  participation  in  incentive  compensation  and
     related  stock  option  and  savings  programs.  With  respect  to all such
     programs the Committee has approved  various  criteria,  the  objectives of
     which are to:  (a)  establish  tangible  means of  evaluating  the  overall
     financial  performance of the Company or individual  operating centers; (b)
     align  performance  criteria with  shareholders'  interests by establishing
     minimum requirements  relative to such performance  indicators as return on
     equity, return or profit margin on revenues, and increases in earnings; and
     (c) encourage a long-term commitment to the Company.

     In addition,  the  Committee  considers a variety of  intangible  and other
subjective  factors such as each  person's  likely  future  contribution  to the
Company's  successful  growth,  his or her level and  years of  experience,  the
current  state and  prospects of the  industry or  segment(s)  thereof,  and the
Company's  long-term  goals and  strategies  which may from time to time require
temporary investment in personnel resources in the absence of immediate positive
results.   Further,  the  Committee  considers  the  compensation  and  benefits
previously paid to its executive officers.

     In  making  its   performance   evaluations,   the   Committee   takes  the
shareholders'  interests into account from the  standpoints of both total market
return for the Common Stock as well as the Company's  intrinsic  performance  as
such and relative to the Company's  Peer Group.  However,  the Committee  places
greater  emphasis  on the  latter  two  factors  since  total  market  return is
influenced  materially by the vagaries of the securities markets, over which the
Company, its Board, and management have little control.

     Based on a review and  evaluation  of all the above  factors and data,  the
Committee  believes  that the total  cash  compensation  (base  salary  and cash
incentive  compensation)  of the CEO and key  executives are within a range that
encompasses  the  median  cash  compensation  of the above  mentioned  insurance
organizations.

Compensation of the Chief Executive Officer

     With specific reference to the CEO's compensation,  the Committee has taken
into account all of the factors and  objectives  discussed  above.  In addition,
special emphasis is placed on such other  considerations as the CEO's vision and
planning  for the  Company's  future and the  strategies  implemented  for their
realization,  his leadership  qualities and judgment,  and his commitment to and
abilities in setting and promoting the character of the organization in the best
interests of its insurance subsidiaries, insurance beneficiaries, employees, and
shareholders.  The Committee's  evaluation of the CEO's  performance takes place
without his presence.

     Mr. Zucaro joined the Company in 1976 as Executive Vice President and Chief
Financial  Officer.  He was promoted to President  in 1981,  to Chief  Executive
Officer  in 1990,  and to  Chairman  in 1993  while  retaining  his  offices  as
President  and  Chief   Executive   Officer.   Until  1989,  Mr.  Zucaro's  cash
compensation consisted solely of a base annual salary and a small amount of fees
earned in his capacity as a director of a number of the Company's  subsidiaries.
His other  compensation was fully deferred  pursuant to his participation in the
Company's  KEPRP,   ESSOP,  and  stock  option  plans.   Since  1990,  his  cash
compensation  has included 50% of the awards  granted to him under the Company's
KEPRP.

                                       8

     The following  table reflects  certain key data pertaining to the Company's
performance  during the past five  years  together  with the CEO's  compensation
during that period.  The Company's  performance was a significant  factor in the
Committee's  evaluation  of the CEO's and other  executives'  cash and  deferred
compensation  and stock option  awards.  It,  however,  was only one of the many
factors cited under "Compensation  Policies" above, the relative significance of
which was left to the subjective business judgment of the Committee.

Summary of Company Performance and CEO Compensation
----------------------------------------------------------------------------------------------------------------------------
Company Performance Indicators (a)
(Amounts in millions, except per share and percentage values)
----------------------------------------------------------------------------------------------------------------------------
                                                                                       2005    2004    2003    2002    2001
                                                                                        vs.     vs.      vs.    vs.     vs.
                                 2005       2004       2003       2002       2001      2004    2003    2002    2001    2000
                               -----------------------------------------------------  --------------------------------------
                                                                                        
Consolidated Totals:
-------------------
Assets                         $11,543.2  $10,570.8  $9,712.3   $8,715.4   $7,920.2     9.2%    8.8%   11.4%   10.0%    8.8%
Shareholders' equity             4,024.0    3,865.6   3,553.6    3,155.8    2,783.7     4.1     8.8    12.6    13.4    14.1
Net revenues                     3,805.9    3,491.6   3,285.8    2,756.4    2,373.4     9.0     6.3    19.2    16.1    14.6
Net operating income               509.1      404.1     447.2      383.8      330.7    26.0    -9.6    16.5    16.1    20.0
Net income                     $   551.4  $   435.0  $  459.8   $  392.9   $  346.9    26.8    -5.4    17.0    13.3    16.6
Percent return on equity           14.3%      12.2%     14.6%      14.1%      14.2%    17.2   -16.4     3.5    -0.7     5.2

Per Share Data:
--------------
Book value at end of year      $   17.53  $   16.94  $  15.65   $  13.96   $  12.48     3.5     8.2    12.1    11.8    13.5
Net operating income (diluted)      2.19       1.75      1.95       1.68       1.46    25.1   -10.2    15.6    14.9    20.1
Net income (diluted)           $    2.37  $    1.89  $   2.01   $   1.73   $   1.54    25.4%   -6.0%   16.2%   12.2%   16.6%

Total Return (e):
---------------
  Book return                      11.2%      10.8%     18.6%      14.5%      16.4%
  Market return                    10.3%       1.8%     41.8%       2.2%     -10.7%

============================================================================================================================
CEO Compensation: A.C. Zucaro
(Amounts in thousands, except per share and percentage values)
----------------------------------------------------------------------------------------------------------------------------

Cash Compensation:
-----------------
  Base salary                  $   663.3  $   643.3  $  620.0   $  590.0   $  563.0     3.1%    3.8%    5.1%    4.8%    2.4%
  Incentive award                  540.3      325.0     584.2      510.1      327.0    66.2   -44.4    14.5    56.0    47.4
  Directors fees                    47.9       49.9      57.7       48.9       44.8    -4.0   -13.5    18.0     9.2     0.0
  Other (c)                         10.6        9.9       7.6        5.7        5.6     7.1    30.3    33.3     1.8     0.0
                               ----------------------------------------------------- ---------------------------------------
     Total                       1,262.1    1,028.1   1,269.5    1,154.7      940.4    22.8%  -19.0%    9.9%   22.8%   14.3%
                               ----------------------------------------------------- ---------------------------------------

Deferred Compensation (b):
-------------------------
  Incentive award                  556.6      337.4     594.5      524.2      327.1    65.0%  -43.2%   13.4%   60.3%   46.4%
  Stock options                  1,475.6      487.0   1,878.7    1,319.9    1,763.8   203.0   -74.1    42.3   -25.2    36.1
  Other (d)                         14.7       14.7      10.0       10.0        7.8     0.0    47.0     0.0    29.9   -25.0
                               ----------------------------------------------------- ---------------------------------------
     Total                       2,046.9      839.1   2.483.2    1,854.1    2,098.7   143.9   -66.2    33.9   -11.7    37.2
                               ----------------------------------------------------- ---------------------------------------
Cash & Deferred Compensation   $ 3,309.0  $ 1,867.2  $3,752.7   $3,008.8   $3,039.1    77.2%  -50.2%   24.7%   -1.0%   29.2%
----------------------------   ===================================================== =======================================

Number of Options Awarded          280.0      112.5     346.8      346.8      318.7   148.9%  -67.6%    0.0%    8.8%    6.2%
Per Share Strike Price         $   22.35  $   18.41  $  19.32   $  14.37   $  16.86    21.4%   -4.7%   34.4%  -14.8%   17.4%
                               ===================================================== =======================================

Estimated annual pension
 benefit at retirement         $   262.7
                               ==========
============================================================================================================================

(a)  This data was taken from the Company's  audited  financial  statements  and
     stock  market  tables as  applicable.  Return on  equity is  calculated  by
     dividing each year's net income by the common  shareholders' equity balance
     at the beginning of the year. Net operating income is defined as net income
     before  extraordinary  items,  realized  investment  gains  or  losses  and
     accounting changes;  both net operating income and net income per share are
     shown after deduction of preferred stock dividends, as applicable.
(b)  In this  table,  Deferred  Incentive  Compensation  includes  the  deferred
     portion of awards  granted under the Company's  KEPRP,  which prior to 2005
     has not been interest bearing,  and the employer  matching  contribution to
     the ESSOP.  The KEPRP was amended in 2005 to allow an interest factor to be
     applied to awards granted in 2005 and subsequent years.  Under the proposed
     2006 Incentive  Compensation Plan it is anticipated that an interest factor
     will also be applied to the deferred portion of 2005 and subsequent  years'

                                       9

     deferred award  balances.  Both the cash and deferred  portion of the KEPRP
     and the stock  options  values shown are  attributed  to the results of the
     year upon  which the award was  largely  based,  even  though the award was
     granted in the following year.

     Stock  Options have been valued using the  Black-Scholes  option  valuation
     model  which is also  utilized  by the Company in  expensing  stock  option
     awards  in its  financial  statements.  The  assumptions  used for the most
     recent year can be found as a footnote  to the Option  Grant Table shown on
     page 15. The actual future value of such options may, of course,  be higher
     or lower than these arbitrary formulaic estimates.

     On March 17, 2006 conditional  awards of stock options were made to the CEO
     and a number of other senior  executives.  These awards are contingent upon
     the  approval  of the 2006  Incentive  Compensation  Plan by the  Company's
     Shareholders. The value of such awards, as are shown in the CEO's and other
     executives'  compensation  tables  for  2005,  have  been  calculated  on a
     proforma  basis  using the  Black-Scholes  option  valuation  model and Old
     Republic's  closing stock price as of March 16, 2006.  Accordingly both the
     strike  price and the value of the options will be  recalculated  as of May
     26, 2006 in the event the 2006 Incentive  Compensation  Plan is approved by
     the Company's Shareholders.
(c)  Cash Other includes: health insurance and other minor items.
(d)  Deferred Other includes:  group term life insurance,  ESSOP  contributions,
     and other minor items.
(e)  Total book return  represents  the sum of each year's  dividend  yield as a
     percentage  of book value per share at the  beginning  of the year plus the
     year's percentage change in such book value. Total market return represents
     the sum of the annual percentage change in the closing price per share, and
     each  year's  cash  dividend as a  percentage  of the closing  price at the
     preceding year-end.

Employee Benefit Plans

     The Committee also administers the Company's  employee benefit plans.  Such
plans are an important part of the Company's  compensation structure and provide
eligible  employees,  including the CEO and other  executive  officers,  with an
opportunity and incentive to increase their base salaries.

Key  Employee  Performance  Recognition  Plans: Effective  January 1, 2005,  the
Company adopted a new Key Employee  Performance  Recognition Plan (the "KEPRP").
At the same time, the Company,  while leaving its former plan in place, declared
that no further awards would be made under that plan. Under the Company's KEPRP,
which is similar to the Company's former plan, a performance recognition pool is
established each year for allocation among eligible key employees of the Company
and its  participating  subsidiaries,  including  the CEO  and  other  executive
officers. Employees eligible to share in this pool are selected by the Committee
in consultation  with the CEO. The Committee makes the sole  determination  with
regard to the CEO's  performance,  eligibility and award.  After continuing plan
participants  are  credited  with a certain  portion of the  year's  pool for an
earnings  multiplier,  the CEO  recommends  the allocation of the balance of the
pool to  participants in the plan,  other than to himself.  Up to 50% of any one
year's  pool  amount  may be  carried  forward  for up to three  years for later
allocation.  In designating  eligible  employees and  determining  amounts to be
allocated,  the Committee  consults with the CEO and considers the positions and
responsibilities of the employees,  the perceived value of their accomplishments
to the Company,  their expected future  contributions  to Old Republic and other
relevant factors. The Committee's evaluation of all such factors is subjective.

     Each year's  pool  amount  takes into  account  pre-established  objectives
approved by the  Compensation  Committee for return on equity and year over year
growth  in  earnings.  Calculation  of the  pool is made  in  accordance  with a
detailed  formula  which  takes  into  account  (a) the  eligible  participating
employees'  annual  salaries,  (b) the current year's  earnings in excess of the
prior  year's  earnings  (excluding  income from  realized  investment  gains or
losses),  multiplied  by a factor  determined  by the increase in the  Company's
earnings per share,  and (c) the latest  year's  return on equity in excess of a
minimum  target  return on equity  equal to two times the mean of the  five-year
average post-tax yield on 10-year and 20-year U.S. Treasury Securities. The pool
is, in turn, limited to a percentage of plan participants' aggregate annual base
salaries,  ranging  from 10% to 150%,  depending  upon the  amount  by which the
current  year's  actual  return on equity  exceeds the minimum  target return on
equity for the year.  There is no prescribed  limit as to how much of the year's
available pool may be awarded to each participant.

     There is an immediate  payment in cash of 50% of any award made, as well as
50% of the multiplier  factor  applied to the deferred  balances of prior years'
participants;  the  balance  of the  award  vests at the rate of 10% per year of
participation.  The deferred  balance(s)  have not previously  accrued  interest
although  there will be an interest  factor  applied to them beginning with 2005
deferred awards.  An interest factor is similarly  included in the Proposed 2006
Incentive Compensation Plan. Pursuant to the plan, participants become vested in
their  account  balances upon total and permanent  disability,  death,  upon the
earlier of attaining age 55 or being  employed for 10 years after first becoming
eligible or upon a change of control of the  Company.  Benefits are payable in a
set number of equal  installments,  beginning  no earlier  than age 55 following
termination of employment, death, disability,  retirement or a change of control
of the Company.  Distributions for Executive  Officers can begin no earlier than
six months following their termination from service.

     In addition to the KEPRP,  the Company also  maintains a number of separate

                                       10

plans for several individual  subsidiaries or separate  operating centers.  Such
plans provide for the achievement of certain financial results and objectives as
to each such  subsidiary  or operating  center.  Messrs.  Nard and Yeager do not
participate  in the Company's  KEPRP.  Rather,  they  participate in KEPRP plans
applicable  to the  subsidiaries  and  operating  centers  with  which  they are
principally  associated.  Each of these plans operates in the same basic fashion
as the Company's KEPRP. The pools for each plan,  including the Company's KEPRP,
are established according to detailed formulas that take into account the annual
increase  in  earnings,  the  return on  equity  in  excess of a minimum  target
percentage,  and other factors pertinent to each operating center. Each separate
subsidiary's or operating center's plan has a cash and deferred element,  except
for a few separate plans used for transaction - driven businesses, such as title
insurance,   which  have   historically  been  cash  basis  plans.  Mr.  Kellogg
participates  in both the Company's  KEPRP and to a smaller  extent in a similar
plan maintained for a separate subsidiary.

Stock  Option Plan: The  Company  believes  that  key employees,  including  the
CEO and other  executive  officers,  who are in a position to make a substantial
contribution  to the long-term  performance  and direction of the Company should
have a stake in its on-going  success.  To encourage growth in shareholder value
and a long-term commitment to the success of the Company's business, the Company
maintains a non-qualified stock option plan for key employees of the Company and
its participating  subsidiaries.  As a result of the Company's wish to encourage
employees,  stock option grants have not been limited to executive  officers but
have been widely made to its employees. The Corporation's Stock Option Plan (the
"Plan")  was  approved  by the  Company's  shareholders  in 2002 and  replaced a
similar  non-qualified stock option plan that had been adopted 10 years earlier.
The  decision to award stock  options  pursuant to the Plan and the factors that
contribute  to the amount of such awards are the same basic factors as those set
forth under "Compensation Policies" herein.

     The performance factors the Committee considers include the achievements of
the  individual  key employee,  the overall  performance  of the Company and the
likelihood of future  contributions  to the Company's  successful  growth by the
individual  key  employee.  The  relative  significance  of these  and all other
factors with respect to awards granted to the CEO and other  executive  officers
is  determined  subjectively  by the  Committee.  The Plan has  provided for the
issuance of options for up to an aggregate of 6% of the  Company's  Common Stock
issued and outstanding at the end of the month  preceding the grant.  The sum of
option awards issued in any one year,  when added to then  outstanding  options,
may not therefore be greater than 6% of shares issued and outstanding.

     Under the Proposed 2006 Incentive  Compensation  Plan (the "Proposed Plan")
the aggregate number of shares subject to outstanding  options under all Company
sponsored  plans and  grants  shall not exceed 9% of the  Company's  outstanding
Common  Stock at the end of the month  immediately  preceding  an option  grant.
Accordingly,  following  the  approval of the Proposed  Plan,  the total of each
year's option grants and the number of previously  granted  unexercised  options
for all other  plans of the  Company on the date of grant,  may not exceed 9% of
Common Stock then outstanding.

     The purchase price per share of Common Stock subject to an option under the
Plan is fixed by the  Committee.  However,  such purchase  price may not be less
than 100% of the fair  market  value  per share of Common  Stock on the date the
option is granted.  Optionees  may exercise  their  options for shares of either
Common Stock or, for options  which were vested and  exercisable  as of December
31, 2004,  into Series G Preferred  Stock.  Elections to exercise  into Series G
Preferred Stock may be made only on March 1, June 1, September 1, and December 1
of each year.  Each share of Series G  Preferred  is  convertible,  at any time,
after six months  from the date of  issuance,  at the  holders'  option and five
years from the date of issuance,  at the  Company's  option,  into 0.95 share of
Common Stock. Series G's dividend is determined by multiplying the prime rate as
of the  preceding  January 1 and July 1 by the stated  value of the  stock.  The
stated value as adjusted, for Series G is $10.45 per share.

     The term of each  option may not be for more than 10 years from the date of
grant.  Options  may be  exercised  in  accordance  with the  following  vesting
schedule:  ten  percent  at the end of the year of the  grant,  and  thereafter,
annually  at the  rates of 15%,  20%,  25% and 30% so that at the end of the 5th
fiscal year after the grant they are 100% vested. If the optionee dies,  retires
in good standing, after age 57, or becomes disabled, vesting acceleration occurs
as is described  below.  Under the Company's  former plan,  except for the grant
made in 2002,  which  used an  amended  vesting  schedule  similar  to the Plan,
vesting  occurs  at an annual  rate of 10% per year.  With  respect  to  options
granted prior to 2004, an employee's  right to exercise an option is accelerated
if the Company's Common Stock closes on the NYSE above the vesting  acceleration
price  established  by the  Committee for the option.  The vesting  acceleration
price was  established  by the  Committee  at the time of grant at the higher of
150% of the market value of the Common Stock at the date of the grant or 100% of
the book value per Common  Share as of the most  recent  year end.  For  options
granted prior to January 1, 2000, the vesting  acceleration price established by
the  Committee was the higher of 150% of the market value of the Common Stock at
the date of the grant or 150% of the book value per Common  Share as of the most
recent year end. The vesting  acceleration  price  provision has been eliminated
for options  granted in 2004 and  subsequent  years.  If a vesting  acceleration
occurs,  an optionee  may  exercise his or her option for the greater of either:
10% of the  number  of  shares  covered  by the  option  for each  year that the
optionee has been employed by the Company or its  participating  subsidiaries or
the sum of the  optionee's  already  vested  shares  plus  50% of the  remaining
unvested shares.  Vesting accelerations for grants made prior to 2002 accelerate

                                       11

at 10% per year for each year the optionee  has been  employed by the Company or
its subsidiaries.  Vesting  acceleration under the Proposed Plan will only apply
in the event of a change in control of the Company or in the event of the death,
disability or retirement, in good standing, after age 57, of an optionee.

Employees  Savings and Stock Ownership Plan: The Company's ESSOP qualified  as a
401(k) plan effective January 1, 2005. Otherwise the provisions of the plan have
remained   unchanged   since  its  beginning  in  1978,   except  that  employee
contributions are now treated as pre-tax  contributions.  Employees' savings, up
to a maximum of 6%, are matched by employer  contributions  ranging  from 20% to
140% of such savings in  accordance  with a formula  based upon the  percentages
saved and the increase in the Company's average net operating earnings per share
for the five years ending with the calendar year  immediately  prior to the year
for which the contribution is made. The Company's matching  contribution applies
to annual compensation up to a maximum of $150,000 under the terms of the ESSOP.
Employer  contributions  are  invested  exclusively  in the Stock of the Company
except that  employees  over age 55 and with 10 years of service  credited under
the Plan may  diversify  a portion of the  employer's  contributions  out of the
Company's Stock and into alternative investments based on their age and years of
service with the Company. This diversification ranges from 25% at age 55 to 100%
at age 67.  The  alternative  investment  choices  are the  same  ones in  which
employee  savings may be  invested.  Employee  savings may be  invested,  at the
employee's  direction,  in publicly  traded mutual funds that focus on long term
capital appreciation,  long term capital growth, long term growth of capital and
income,  long term  growth  through  investments  in common  stocks of U.S.  and
non-U.S.  companies, a stock index fund portfolio,  and in short or intermediate
term bonds or other fixed income securities. A participant becomes vested in the
account  balance  allocated from employer  contributions  upon being totally and
permanently  disabled,  dying,  or upon the earlier of attaining age 65 or being
employed for 6 years. Vesting also occurs in increments of 20% a year, beginning
after one year of service.  Benefits  are payable upon  termination  of service,
death or disability, or following retirement and subject to minimum distribution
requirements set out in Treasury regulations under the Internal Revenue Code. At
the election of the participant,  benefits  derived from employer  contributions
are payable either in cash or the Company's Common Stock.

RMIC  Profit-Sharing Plan ("Profit Sharing Plan"): Mr. Nard participates  in the
Company's  ESSOP as well as in the RMIC Profit Sharing Plan, a 401(k)  qualified
plan.  The RMIC Profit Sharing Plan covers  substantially  all employees of RMIC
and its affiliates.  Contributions to the plan are determined annually by RMIC's
Board of Directors,  and voluntary  contributions  of up to 10% of annual income
are  permitted.   Employees'  contributions  are  invested,  at  the  employees'
direction,  in a number of publicly  traded mutual funds and employees may elect
to purchase the  Company's  Common Stock as an  investment  option.  RMIC Profit
Sharing Plan  participants'  interests  vest in increments of 10% of contributed
amounts  beginning  with 40% after one year and  extending  to 100% after  seven
years. Account balances are payable upon death or permanent  disability.  Normal
retirement  is at age  65  and  the  Profit  Sharing  Plan  provides  for  early
retirement at age 50 with ten years of service.  Benefits upon retirement may be
received  as a  monthly  annuity,  periodic  cash  payments,  or  in a  lump-sum
distribution, at the participant's election.

                                             Compensation Committee
                                             John M. Dixon, Chairman
                                             Harrington Bischof
                                             Wilbur S. Legg
                                             John W. Popp
                                             Arnold L. Steiner
                                             Dennis P. Van Mieghem
                                             William G. White, Jr.


                                       12

Executive Compensation

     The  following   table  sets  forth  certain   information   regarding  the
compensation  paid or accrued by the  Company to or for the account of the Chief
Executive  Officer,  each of the four other most  highly  compensated  executive
officers and the Chief Financial Officer of the Company for services rendered in
all  capacities  during each of the  Company's  fiscal years ended  December 31,
2005, 2004 and 2003:

                                                 SUMMARY COMPENSATION TABLE

-----------------------------------------------------------------------------------------------------------------------------
                                                                                          Long-Term
                                                       Annual Compensation               Compensation
                                                  -------------------------------       -------------
           (a)                     (b)                (c)                (d)                 (e)                 (f)
                                                                                         Securities
                                                                                         Underlying
Name and                                                                                   Option              All Other
Principal Positions                Year            Salary (1)         Bonus (2)          Awards (3)        Compensation (4)
---------------------------      ---------       -------------       ------------       ------------       -----------------
                                                                                            
A.C. Zucaro                        2005             $ 711,279         $1,096,929            280,000  (5)      $  25,313
President & Chief                  2004               693,203            662,400            112,500              24,598
Executive Officer                  2003               677,700          1,178,700            346,875              17,640

James A. Kellogg                   2005               357,400            421,948             60,000  (5)         19,135
Senior Vice President              2004               344,067            375,260             37,500              25,083
General Insurance                  2003               330,367            275,000             25,000              14,701

Spencer LeRoy III                  2005               378,364            372,513             64,000  (5)         18,430
Senior Vice President,             2004               366,257            302,533             62,500              16,536
Secretary & General                2003               352,866            309,951             62,500              16,496
Counsel

Karl W. Mueller (6)                2005               325,000            253,275             35,000  (5)         19,522
Senior Vice President &            2004                81,250            220,000             12,500                 245
Chief Financial Officer                                                                      37,500

Christopher S. Nard (7)            2005               305,167            757,856             75,000  (5)         44,482  (8)
Senior Vice President
Mortgage Guaranty

Rande K. Yeager (9)                2005               275,483            620,000             15,000  (5)         10,710
Senior Vice President              2004               265,483            618,500             13,750              15,890
Title Insurance                    2003               252,950            900,000             18,750              17,081
=============================================================================================================================


(1)  Includes  base  salary  and fees paid for  services  as a  director  of the
     Company or its subsidiaries.
(2)  Includes combined cash and deferred incentive  compensation  awards granted
     under the  Company's  KEPRP and  similar  plans  maintained  for  different
     subsidiaries  of the  Company.  In this table,  both the cash and  deferred
     portion of the KEPRP as well as stock option  awards are  attributed to the
     year on which  the award  was  largely  based,  even  though  the award was
     granted in the  following  year.  KEPRP awards are made 50% in cash and 50%
     deferred except for the plan under which Mr. Yeager participates which does
     not defer any part of the award granted.  The deferred  amounts included in
     this column are usually not payable  before the person  retires at 55 years
     of age or  later;  prior to  2005,  the  deferred  portions  do not  accrue
     interest and are included in this column without a present value discount.
(3)  As adjusted for the stock dividend paid December 30, 2005.
(4)  Includes the employer  matching  contribution to the Company's  ESSOP,  the
     amount  of  premium  for the  Company's  group  term  life  insurance  plan
     attributed to the  compensation of executive  officers of the Company,  the
     value of the personal use of vehicles provided,  the amount of premium paid
     for by the  Company  for health  insurance,  and the value of meals or club
     dues  paid for by the  Company.  For 2005,  the  Company's  matching  ESSOP
     contribution  for each  executive  officer  was $4,950.  For 2005,  $9,753,
     $1,242,  $2,322,  $810, $204 and $1,290 were attributed to the compensation
     of Messrs. Zucaro, Kellogg, LeRoy, Mueller, Nard and Yeager,  respectively,
     for group term life insurance  premiums paid by the Company under a program
     available to all of its eligible employees.
(5)  A conditional stock option award based largely on 2005 performance was made
     by the  Compensation  Committee  on  March  17,  2006  contingent  upon the
     approval of the 2006 Incentive Compensation Plan (the Proposed Plan) by the
     Company's  Shareholders.  This award shall be null and void if  shareholder
     approval of the Proposed  Plan is not obtained  within twelve months of the
     date of the award.
(6)  Mr. Mueller became an executive officer of the Company on October 1, 2004.
(7)  Mr. Nard became an executive officer of the Company effective June 1, 2005.
(8)  Includes  $21,000 as the vested  amount  accrued  for Mr.  Nard in the RMIC
     Profit Sharing Plan for 2005.
(9)  Mr. Yeager became an executive  officer of the Company  effective March 21,
     2003.

                                       13

Retirement Plans

     The Company maintains the Old Republic  International  Corporation Salaried
Employees  Restated  Retirement  Plan (the "Company Plan") for its employees and
those of participating subsidiaries who have continuously been employed prior to
December 31, 2004.  Persons  whose  employment  commenced on or after January 1,
2005 are not eligible for the Company Plan but may  participate in the Company's
ESSOP. The Company Plan, which is  noncontributory,  provides for benefits based
upon 1.5% of the  participant's  "Final Average Monthly Earnings" (1/60th of the
aggregate  earnings of the  employee  during the period of the five  consecutive
years of service out of the last ten consecutive  years of service which results
in the highest "Final Average Monthly Earnings") multiplied by the participant's
years of service. Earnings equal base salary and commissions,  but excludes cash
and deferred incentive compensation awards granted under the Company's KEPRP.

     The following table sets forth the estimated  annual benefits payable under
the Company Plan to an employee, upon retirement at December 31, 2005, at age 65
after specified years of service:


      Highest Average                                       Estimated Annual Retirement Income for
    Annual Earnings of                                      Representative Years Credited Service*
     the 5 Consecutive        -----------------------------------------------------------------------------------------------
   Plan Years Out of the
    Last 10 Plan Years             5              10               15               20              25               30
  -----------------------     ------------    ------------     ------------    -------------    ------------    -------------
                                                                                              
         $ 200,000               $ 15,000        $ 30,000         $ 45,000         $ 60,000        $ 75,000         $ 90,000
           300,000                 22,500          45,000           67,500           90,000         112,500          135,000
           400,000                 30,000          60,000           90,000          120,000         150,000          180,000
           500,000                 37,500          75,000          112,500          150,000         187,500          225,000
           600,000                 45,000          90,000          135,000          180,000         225,000          270,000
         $ 700,000               $ 52,500        $105,000         $157,500         $210,000        $262,500         $315,000
  ============================================================================================================================


     *Amounts  shown in the table  above which  exceed  $220,000 - - the maximum
allowed  by law for a  qualified  plan in 2006 - - would  only be  payable  to a
qualified   participant  under  the  Old  Republic   International   Corporation
Executive's Excess Benefit Plan described below.

     The amounts  shown in the chart are computed on the basis of straight  life
annuity amounts and are not subject to offsets for any Social Security payments.
At December 31, 2005,  Mr.  Zucaro was  credited  with 28 years of service,  Mr.
Kellogg was credited  with 27 years of service,  and Mr. LeRoy was credited with
12 years of service,  for  purposes  of the Plan.  Mr.  Mueller is eligible  for
participation  but is not yet credited with a full year of service for the Plan.
Mr.  Yeager does not  participate  in the Plan as  employees of the Old Republic
National  Title  Group  participate  in the Old  Republic  National  Title Group
(ORNTG) Plan instead of the Company  Plan.  The ORNTG Plan  operates in the same
basic  fashion  as the  Company's  Plan  except  that  benefits  are  calculated
differently.  The monthly  benefit is 1.20% of the  participants  Final  Average
Monthly  Earnings  up  to  the  Social  Security  Integration  Level  times  the
participant's  years of credited  service  limited to a maximum of 30 years.  At
December 31,  2005,  Mr.  Yeager was  credited  with 17 years of service and his
highest average annual  earnings for the purpose of this plan was  approximately
$239,273. Mr. Nard did not participate in the plan because employees of Republic
Mortgage  Insurance Company (RMIC) participate in the RMIC  Profit-Sharing  Plan
instead of the Company Plan.

     At December 31, 2005, the highest  average annual  earnings for purposes of
the above computations  under the Company Plan were  approximately  $616,000 for
Mr. Zucaro, $294,033 for Mr. Kellogg and $346,999 for Mr. LeRoy. The differences
between  such  amounts  and the Annual  Compensation  amounts  shown for Messrs.
Zucaro,  Kellogg,  LeRoy and Yeager in the Summary Compensation Table on page 13
are  threefold:  the above figures are averages of annual base salaries over the
past 5 years, do not include  directors' fees, nor include any form of incentive
compensation awards.

     The Company  also  maintains  the Old  Republic  International  Corporation
Executive's  Excess Benefit Plan (the "Excess  Benefit Plan") to provide certain
key executives with pension  benefits in excess of the benefits  provided by the
Company Plan. The Excess Benefit Plan is administered by the Executive Committee
of the Board of Directors,  which selects the  employees to  participate  in the
Excess Benefit Plan from those who are  participants  in the Company Plan. As of
December  31, 2005,  Messrs.  Zucaro and LeRoy are the only  approved  executive
officers who qualified for participation  under this Excess Benefit Plan as this
plan was terminated  relative to any additional  participants as of December 31,
2004.

                                       14

Option Grants in 2005

     The following  table sets forth certain  information  regarding  options to
purchase shares of Common Stock granted to the executive officers of the Company
listed in the  Executive  Compensation  Table during the  Company's  2005 fiscal
year:

                                           Option Grants in 2005 (1)
----------------------------------------------------------------------------------------------------------------
           (a)                      (b)             (c)           (d)             (e)                 (f)

-------------------------------------------
            Individual Grants
-------------------------------------------
                               Number of        % of Total                                     -----------------
                               Securities         Options                                         Grant Date
                               Underlying       Granted to                                         Present
                               Options           Employees      Exercise       Expiration         Value Per
Name                           Granted (2)        in 2005        Price           Date           Black-Scholes(3)
---------------------------    ------------    ------------    -----------    -----------      -----------------
                                                                                
A. C. Zucaro                       112,500           5.56        $ 18.41        12/31/14         $      486,990
James A. Kellogg                    37,500           1.85          18.41        12/31/14                162,330
Spencer LeRoy III                   62,500           3.09          18.41        12/31/14                270,550
Karl W. Mueller                     12,500            .62          18.41        12/31/14                 54,110
Christopher S. Nard                 53,125           2.63          18.41        12/31/14                229,967
Rande K. Yeager                     13,750            .68        $ 18.41        12/31/14         $       59,521
================================================================================================================

(1)  Options  awarded in 2005 were largely  based upon the  Company's  aggregate
     performance for the three years ended December 31, 2004.
(2)  See the  Report  of the  Compensation  Committee  on  Executive  Management
     Compensation "Stock Option Plan" regarding the vesting of stock options.
(3)  The value of options is  calculated  pursuant  to the  Black-Scholes  model
     which is also  utilized in expensing  stock option  awards in the Company's
     financial  statements.  The option values  represent the estimated  present
     value as of the date  options were  granted.  The  significant  assumptions
     incorporated  in the  Black-Scholes  model in  estimating  the value of the
     options include the following:
     a) Options are issued with an exercise price equal to the fair market value
        of stock on the date of issuance.
     b) The  term of  each  option is  10  years (unless otherwise  shortened or
        forfeited due to termination of employment).
     c) The model assumes an interest rate of 4.626% which is the  interest rate
        on  U.S. Treasury  securities  on the date of grant with  maturity dates
        corresponding to that of the expected option lives.
     d) An expected volatility of 25.975% is calculated using daily stock prices
        for the period prior to the grant date  corresponding with  the expected
        option life.
     e) An expected annual dividend yield of 3.8244% is assumed.
     The ultimate value of the options will depend on the future market price of
     the  Company's  Common Stock which  cannot be  forecasted  with  reasonable
     accuracy.  The actual  value,  if any,  that an optionee  will realize upon
     exercise of an option  will  depend on the excess of the market  value over
     the  exercise  price on the date the  option is  exercised.  The  number of
     options  granted and their exercise price have been adjusted to reflect the
     Company's Stock Dividend of December 30, 2005.

     The  following  table shows  certain data  relative to stock option  awards
granted and applicable to the five compensation years ended December 31, 2005.


                                     (Amounts in Thousands, Except Percentages)
-------------------------------------------------------------------------------------------------------------------
     (a)               (b)              (c)            (d)               (e)             (f)               (g)
                                                           Options Granted                  Value of Options
                  Total Shares         Pretax                for the Year                        Granted
                   Outstanding       Operating      ------------------------------    -----------------------------
  Issuance          at End of        Income for        # of          % of Shares           $          % of Pretax
    Year           Prior Year        Prior Year       Shares         Outstanding         Value          Income
------------     --------------    -------------    -----------    ---------------    -----------    -------------
                                                                                   
    2001               221,725        $ 392,800        2,152.5             .97%          $ 9,320           2.37%
    2002               223,082          476,900        2,133.0             .96            11,795           2.47
    2003               226,122          546,800        2,313.7            1.02             8,815           1.61
    2004               227,007          660,400        2,525.6            1.11            13,689           2.07
    2005               228,204        $ 603,000        2,057.5             .90%          $ 8,930           1.48%
===================================================================================================================
-------------------------------------------------------------------------------------------------------------------

(e)  Column (d) / Column (b).
(f)  Column (d) x Options valued @ $4.33 (2001), $5.53 (2002), $3.81 (2003),
         $5.42 (2004), and $4.33 (2005). Assuming that 2,505,000 options are
         ultimately granted in 2006 the approximate Black-Scholes value
         calculated as of March 16, 2006 in column (f) would be $12,515 or 2.07%
         of 2005's Pretax Income.
(g)  Column (f) / Column (c).

                                       15

Aggregate Options Exercised in 2005 and Option Values at December 31, 2005

     The following  table sets forth certain  information  regarding  options to
     purchase shares of Common Stock exercised  during the Company's 2005 fiscal
     year and the number and value of exercisable and  unexercisable  options to
     purchase  shares  of Common  Stock  held at the end of the  Company's  2005
     fiscal year by the executive officers of the Company named in the Executive
     Compensation Table:


                       Aggregated Option Exercises in 2005
                     and Option Values at December 31, 2005
----------------------------------------------------------------------------------------------------------------------------
         (a)                  (b)             (c)                      (d)                                 (e)
                                                               Number of Securities               Value of Unexercised
                             Shares                           Underlying Unexercised                  In-the-Money
                           Acquired on       Value              Options at 12/31/05                Options at 12/31/05
Name                        Exercise        Realized         Exercisable/Unexercisable         Exercisable/Unexercisable(1)
-----------------------  --------------  ---------------   -----------------------------     --------------------------------
                                                                                 
A. C. Zucaro                   -               -               1,136,718 /  499,219               $6,331,526 /  $1,332,633
James A. Kellogg               -               -                  41,857 /   55,425                  264,325 /     132,501
Spencer LeRoy III              -               -                 305,000 /  124,219                2,471,224 /     322,640
Karl W. Mueller                -               -                  10,625 /   39,375                   12,531 /      57,094
Christopher S. Nard            -               -                 301,563 /  128,813                2,175,697 /     378,242
Rande K. Yeager             32,250         $ 274,500              22,657 /   32,344                  $89,612 /     $82,765
=============================================================================================================================

(1)  Value of  exercisable/unexercisable  in-the-money  options  is equal to the
     difference  between  the fair  market  value per  share of Common  Stock at
     December 31, 2005 and the option exercise price per share multiplied by the
     number of shares subject to options.

Equity Compensation Plan Information at December 31, 2005

     The following  table sets forth certain  information  regarding  securities
authorized for issuance under equity compensation plans as of year end 2005. The
Company only has equity  compensation  plans that were approved by the Company's
shareholders.

                                                      Number of                                      Number of securities
                                                  securities to be                                 remaining available for
                                                issued upon exercise       Weighted-average         future issuance under
                                                   of outstanding         exercise price of       equity compensation plans
                                                  options, warrants      outstanding options,       (excluding securities
 Plan Category                                        and rights         warrants and rights       reflected in column (1))
 ------------------------------------------    ----------------------   ---------------------    ---------------------------
                                                         (a)                     (b)                          (c)
                                                                                        
 Equity compensation plans approved
   by security holders...................           12,226,170                $ 15.76                    1,508,354

 Equity compensation plans not
   approved by security holders..........                -                       -                           -

                                               ----------------------   ---------------------    ---------------------------
        Total............................           12,266,170                $ 15.76                    1,508,354
 ===========================================================================================================================

(1)  At year end 2005,  the aggregate  number of shares  subject to  outstanding
     options under all Company  sponsored plans and grants could not exceed,  at
     any time, 6% of the Company's  outstanding Common Stock. Under the Proposed
     2006 Incentive Compensation Plan, the aggregate number of shares subject to
     outstanding  options under all company sponsored Plans and grants shall not
     exceed 9% of the Company's outstanding Common Stock at the end of the month
     immediately preceeding an option grant.

Comparative Five-Year Total Market Returns

     The  following  table,  prepared  on the basis of market and  related  data
furnished  by Standard & Poor's  Total  Return  Service,  reflects  total market
return data for the most recent five calendar years ended December 31, 2005. For
purposes of the presentation, the information is shown in terms of $100 invested
at the close of trading on the last trading day  preceding  the first day of the
fifth  preceding year. The $100 investment is deemed to have been made either in
Old  Republic  Common  Stock,  in the S&P 500 Index of common  stocks,  or in an
aggregate  of the common  shares of the Peer Group of  publicly  held  insurance
businesses  selected by Old  Republic.  In each  instance the  cumulative  total
return assumes reinvestment of cash dividends on a pretax basis.

                                       16

     The  information  utilized  to prepare  this table has been  obtained  from
sources  believed  to be  reliable,  but no  representation  is made  that it is
accurate or complete in all respects.

                   Comparison of Five Year Total Market Return
        OLD REPUBLIC INTERNATIONAL CORPORATION vs. S&P 500 vs. Peer Group
                  (For the five years ended December 31, 2005)
--------------------------------------------------------------------------------



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               Dec 00     Dec 01     Dec 02      Dec 03      Dec 04      Dec 05
              -------    -------    -------     -------     -------     -------
ORI           $100.00     $89.40     $91.27     $129.88     $132.24     $146.14
S&P 500        100.00      88.11      68.64       88.33       97.94      102.75
Peer Group     100.00      91.97      79.04       98.98      110.63      129.29
--------------------------------------------------------------------------------
     The  Peer  Group  consists  of the  following  publicly  held  corporations
selected by the Company for its 2000 to 2005 comparison:  Ace Limited,  American
Financial Group, Inc., The Chubb Corporation,  Cincinnati Financial Corporation,
Fidelity National Financial,  Inc., First American Corporation,  MGIC Investment
Corporation,  Ohio Casualty Corporation,  Radian Group Inc., SAFECO Corporation,
St. Paul Travelers  Companies,  Inc. and XL Capital Ltd. The  composition of the
Peer Group has been approved by the  Compensation  Committee and consists of the
same companies as last year's Peer Group.

                                   PROPOSAL 1
                              ELECTION OF DIRECTORS

     The  following  tables list all  nominees and  continuing  directors of the
Company. Four Class 1  Directors  are to be elected to hold office for a term of
three years and until their successors are elected and qualified. It is intended
that, in the absence of contrary specifications,  votes will be cast pursuant to
the  enclosed  proxies  for the  election  of such  nominees.  Should any of the
nominees  become  unable or unwilling to accept  nomination  or election,  it is
intended,  in the absence of contrary  specifications,  that the proxies will be
voted for the balance of those named and for a  substitute  nominee or nominees.
However,  the Company now knows of no reason to anticipate  such an  occurrence.
All of the  nominees  have  consented  to be named as  nominees  and to serve as
directors if elected.

     On February  23, 2006,  Mr. White  advised the Company that he was retiring
from the Board and would not stand for reelection in 2006. At this meeting,  the
Board  recommended  Mr.  Steven R.  Walker as a Class 1 Director  to replace Mr.
White. The Board also voted to add a fourteenth directorship and elected Mr. Leo
E. Knight,  Jr. to the  newly-created  position,  effective as of its  regularly
scheduled  meeting  on August  24,  2006.  Mr.  Knight  will  serve as a Class 3
director,  as the  Company's  By-Laws  require that the directors be assigned as
equally as  possible  among each of the three  Classes.  The Class 3  directors'
current terms expire in 2008.

     Both  Messers.  Walker and Knight  were  recommended  as  directors  by the
Company's Nominating Committee which is composed of five independent  directors,
at the suggestion of one of the Company's independent directors. No fee was paid
to any third party to identify,  evaluate or assist in identifying or evaluating
these directors or any other potential directors.


                                       17


                                                                 Positions with Company, Business Experience and
Name                                             Age             Other Directorships
--------------------------------------     -----------------     -------------------------------------------------------------
                                                           
Nominees for Election
---------------------

CLASS 1 (Term expires in 2006)

Harrington Bischof                                71             Director    since  1997;   President   of  Pandora   Capital
                                                                 Corporation    since   1996;    formerly    Senior   Advisor
                                                                 Prudential Securities, Inc.

Peter Lardner                                     73             Director since 1985;  retired;  prior  to 2002, Chairman  of
                                                                 the   Board   of   Bituminous   Casualty   Corporation,    a
                                                                 subsidiary of the Company.

Charles F. Titterton                              64             Director  since  August  2004;  retired;  Formerly  Director
                                                                 Insurance Group with Standard & Poor's Corp. until 2003.

Steven R. Walker                                  60             Director   nominee;  retired;  formerly  Senior Counsel  and
                                                                 Partner  with   Leland,  Parachini,   Steinberg,  Matzger  &
                                                                 Melnick, LLP, attorneys, San  Francisco,  California,  which
                                                                 has  been  retained  as  counsel  for  Old   Republic  Title
                                                                 Company,  a subsidiary  of the  Company,  during  more  than
                                                                 the last five years.

------------------------------------------------------------------------------------------------------------------------------

Continuing Members
------------------

CLASS 2 (Term expires in 2007)

Jimmy A. Dew                                      65             Director   since  1980;   Sales   Group  Manager  and   Vice
                                                                 Chairman  of   Republic   Mortgage   Insurance   Company,  a
                                                                 subsidiary  of  the  Company,  for more  than  the past five
                                                                 years.

John M. Dixon                                     66             Director   since    2003;   retired;   Director  of   Amsted
                                                                 Industries   Incorporated,   Chicago,   Illinois;   formerly
                                                                 Chief  Executive  Partner with  the  law firm of Chapman and
                                                                 Cutler, Chicago, Illinois until his retirement in 2002.

Wilbur S. Legg                                    83             Director  since  1969; retired;  formerly   Partner of  Lord
                                                                 Bissell & Brook,  attorneys,  Chicago,  Illinois. Mr. Legg's
                                                                 former  firm  has  been  retained  by the Company as counsel
                                                                 during more than the last two fiscal years.

John W. Popp                                      83             Director  since 1993;  retired; formerly  Partner  with  the
                                                                 accounting firm of KPMG LLP until 1982.

Dennis P. Van Mieghem                             65             Director  since  August  2004;  retired;   formerly  Partner
                                                                 with the accounting firm of KPMG LLP until 1998.

------------------------------------------------------------------------------------------------------------------------------



                                       18


                                                           
Continuing Members (Cont'd)
---------------------------

CLASS 3 (Term expires in 2008)

Leo E. Knight, Jr.                                60             Director,  effective   August 24,  2006;  retired;  formerly
                                                                 Chairman  and   Chief  Executive  Officer  of  National City
                                                                 Mortgage  Company, Dayton, Ohio, an insured of the Company's
                                                                 subsidiary, Republic Mortgage  Insurance Company,  for  more
                                                                 than the past five years. Mr. Knight  is  also a director of
                                                                 Merscorp, Inc.

William A. Simpson                                64             Director   since  1980;   Chairman  of  Republic    Mortgage
                                                                 Insurance  Company ("RMIC"),  a subsidiary  of  the Company,
                                                                 for more  than the past  five  years. Prior  to June 1, 2005
                                                                 he  was also  Senior  Vice  President of  the   Company  and
                                                                 President and Chief Executive Officer of RMIC.

Arnold L. Steiner                                 68             Director  since 1974;  retired  for more than the  past five
                                                                 years; formerly   President  of  Steiner  Bank,  Birmingham,
                                                                 Alabama.

Fredricka Taubitz                                 62             Director since 2003; Director  of WFS  Financial  Inc. since
                                                                 January 2003; until 2000, Executive Vice President and Chief
                                                                 Financial Officer of Zenith  National  Insurance Corp. Until
                                                                 1985, Partner with the accounting firm of Coopers & Lybrand,
                                                                 now PricewaterhouseCoopers LLP.

A. C. Zucaro                                      66             Director since 1976; Chairman of  the Board, Chief Executive
                                                                 Officer   and  President   of   the   Company   and  various
                                                                 subsidiaries for more than the past five years.

-----------------------------------------------------------------------------------------------------------------------------


Board of Directors Recommendation

     The Board of Directors recommends a vote FOR the Class 1 Directors that are
listed as nominees.  Proxies  solicited by the Board of Directors  will be voted
for the election of these nominees unless  shareholders  specify to the contrary
in their proxies.

                                   Proposal 2

             Approval of the Old Republic International Corporation
                        2006 Incentive Compensation Plan

     This proposal is to approve the Old Republic International Corporation 2006
Incentive Compensation Plan (herein called "the Proposed Plan")

Background

     On February 23, 2006, the Board of Directors approved the Proposed Plan and
recommended  that  it be  submitted  to the  Company's  shareholders  for  their
approval  and  adoption   within   twelve  (12)  months.   If  approved  by  the
shareholders,  the Proposed Plan will be effective as of February 23, 2006.  The
following summary of the Proposed Plan is qualified in all respects by reference
to the  provisions of the Proposed  Plan, a copy of which is attached  hereto as
Exhibit B.

     The  Company  presently  maintains  the  2002  Old  Republic  International
Corporation  Non-Qualified  Stock Option Plan ("the Stock Option  Plan") and the
Key Employee Performance Recognition Plan (the "KEPRP") for key employees of the
Company and its wholly owned subsidiaries.  Both the Stock Option Plan and KEPRP
are described in their  respective  sections on pages 10 and 11. If the Proposed
Plan is approved by the Shareholders of the Company, no additional stock options
under the Stock  Option  Plan or awards  under the KEPRP  will be made and these

                                       19

plans will terminate.  However,  options granted and awards made under them will
continue to remain outstanding until they expire, are exercised, are paid out or
are  forfeited.  No options  under the Stock  Option Plan will be  re-priced  or
surrendered in exchange for options under the Proposed Plan, nor will any awards
or balances under the KEPRP be changed or surrendered in exchange for the awards
under the Proposed Plan.

Purpose of the Proposed Plan

     The purpose of the Proposed Plan is to promote the interests of the Company
and  its   shareholders  by  providing  key  individuals  on  whom  rests  major
responsibilities  for the  present  and future  success of the  Company  and its
subsidiaries  with an  opportunity  to  acquire a  proprietary  interest  in the
Company and cash or deferred  compensation  as an incentive  that will encourage
them to put forth their maximum  effort for the continued  success and growth of
the Company and its subsidiaries.  In addition, it is believed that the Proposed
Plan will aid the  Company  in  attracting  and  retaining  key  individuals  of
outstanding ability.

Summary of the Proposed Plan

     The Proposed Plan is similar to the Company's current Stock Option Plan and
would also permit cash and deferred  performance  awards  similar to those under
KEPRP.  Under the Proposed Plan, an award to a participant may be in the form of
a stock option,  other stock-based  awards,  cash or a combination of these. Any
individual  selected  by the  Compensation  Committee  as being in a position to
affect materially the  profitability  and growth of the Company,  is eligible to
receive an award under the Proposed Plan. On December 31, 2005 approximately 545
officers and key employees were  participants  in the Company's Stock Option and
KEPRP Plans and it is  anticipated  that a similar number will be eligible under
the Proposed Plan.  Shown below is  information  concerning  conditional  awards
under the Proposed Plan which were largely based on performance in 2005.


                                   2006 Incentive Compensation Plan Awards
-------------------------------------------------------------------------------------------------------------

                                                          Performance          Number            Value of
Name                   Principal Positions                   Award         of Options (1)     of Options (2)
--------------------------------------------------------------------------------------------------------------
                                                                                  
A.C. Zucaro            President & Chief
                       Executive Officer                       -              280,000          $  1,475,600

James Kellogg          Senior Vice President
                       General Insurance                       -               60,000               316,200

Spencer LeRoy III      Senior Vice President,
                       Secretary & General                     -               64,000               337,280
                       Counsel

Karl W. Mueller        Senior Vice President &
                       Chief Financial Officer                 -               35,000               184,450

Chris Nard             Senior Vice President
                       Mortgage Guaranty                       -               75,000               392,250

Rande K. Yeager        Senior Vice President
                       Title Insurance                         -               15,000                79,050

All Executive Officers as a Group.                             -              542,500             2,855,975
All Non-Executive Directors as a Group.                        -              105,000               553,350
All Employees as a Group.                                      -              980,500          $  5,167,235
===============================================================================================================

(1)  On March 17, 2006,  options for 1,524,500  shares were awarded to employees
     under the 2002 Stock Option Plan. The number of shares remaining  available
     for  option  awards was too few for any awards to  Executive  Officers  and
     certain other senior executive  officers,  and they received none. Instead,
     conditional   awards  in  the  aggregate  amount  of  980,500  shares  were
     recommended  by the  Company's  Compensation  Committee and approved by its
     directors,  under the Proposed Plan. These awards shall be null and void if
     shareholder  approval of the Proposed  Plan is not obtained  within  twelve
     months of the date of the awards.
(2)  The option grant price of the shares  awarded and the dollar value of these
     options were not determinable when granted.  The exercise price, per share,
     of these options will be the closing price of the Company's Common Stock on
     the New York Stock  Exchange  ("NYSE")  on the date of the  approval of the
     Proposed  Plan.  The Company  has  assigned  values to these  conditionally
     awarded options using the Black-Scholes model. These values were arrived at
     by using the closing  price on the NYSE of the  Company's  Common  Stock on
     March 16,  2006 and  applying  assumptions  similar  to those  outlined  in
     footnote (b) on page 10. These  valuations  are solely  intended to be used
     for illustration purposes in connection with this table.

The Compensation Committee of the Board of Directors, which currently consists

                                       20

of Messrs.  Bischof,  Dixon, Legg, Popp,  Steiner,  Van Mieghem and White, shall
administer the Proposed Plan. None of the members of the Compensation  Committee
has  within  the last  year  participated  in any stock  option,  KEPRP or other
employee  benefit plan of the Company.  The  Compensation  Committee  shall: (i)
select the  participants to whom awards may be granted;  (ii) determine the type
or types of awards,  to be  granted to each  participant;  (iii)  determine  the
number of Stock  Option  Shares to be covered by each award  granted  hereunder;
(iv)  determine  the terms  and  conditions  of any  Performance  Award  granted
hereunder;  (v) determine whether,  to what extent, and under what circumstances
cash  Performance  Awards made under the Proposed  Plan shall be deferred;  (vi)
determine  whether,  or to what  extent and under what  circumstances  any award
shall be canceled or suspended; (vii) interpret and administer the Proposed Plan
and any Award  Agreement;  (viii)  correct  any defect,  supply any  omission or
reconcile any  inconsistency  in the Proposed Plan or any award;  (ix) establish
such rules and regulations and appoint such agents as it shall deem  appropriate
for  the  proper  administration  of the  Proposed  Plan;  (x)  make  any  other
determination  and take any other action that the Committee  deems  necessary or
desirable for administration of the Proposed Plan.

     Under the Proposed  Plan,  the aggregate  number of shares subject to Stock
Options and other  equity-based  awards and issued pursuant to the Proposed Plan
is  limited  to no more than 9% of the Common  Stock of the  Company  issued and
outstanding at the end of the month  immediately  preceding the grant  ("Maximum
Number").  Also, the aggregate number of option shares issued under the Proposed
Plan,  the  Company's  Current  Stock  Option Plan and all other  Company  stock
options plans shall not exceed the Maximum Number.

     The purchase price per share of Common Stock subject to a Stock Option will
be fixed by the  Compensation  Committee  but shall not be less than 100% of the
fair  market  value per share of  Common  Stock on the date the Stock  Option is
granted.  The  Committee  shall  not,  without  the  approval  of the  Company's
stockholders: (a) lower the option price per Share of a Stock Option after it is
granted,  (b) cancel a Stock Option when the option price per share  exceeds the
Fair Market Value of the underlying shares in exchange for another award, or (c)
take any other  action with  respect to a Stock  Option that may be treated as a
re-pricing  under the rules and  regulations  of the NYSE. The closing price per
share of the Company's Common Stock on March 16, 2006 on the NYSE was $22.35.

     The term of each  Stock  Option  shall not  exceed  ten years from the date
granted. Under ordinary circumstances, Stock Options may be exercised only while
a participant  is an employee of the Company or its  subsidiaries  in accordance
the following vesting schedule ("Normal Vesting Schedule"):

     10% in the fiscal year of the grant
     15% in the second fiscal year following the grant and 25% cumulatively
     20% in the third fiscal year following the grant and 45% cumulatively
     25% in the fourth fiscal year following the grant and 70% cumulatively
     30% in the fifth fiscal year following the grant and 100% cumulatively

     If any change in control of the Company occurs, or if the participant dies,
retires in good standing due to age, or becomes  disabled,  Stock Options may be
exercised  to the  extent of the  greater  10% of the  number of shares  covered
thereby  for each of the years that the  participant  has been  employed  by the
Company  or any  subsidiary,  or the  Normal  Vesting  Schedule  plus 50% of the
unvested  remaining shares.  Whatever shares remain unvested  thereafter,  shall
vest in accordance with the Normal Vesting  Schedule.  Retired  participants and
estates of deceased  participants shall have until the earlier of the expiration
of the Stock  Options  granted or four (4) years from the date of  retirement or
death to exercise all exercisable Stock Options. In the event of the termination
of the  participant's  employment,  other than by reason of retirement or death,
all  unexercised  Stock Options held by the  participant  shall terminate and be
forfeited.

     Performance  Awards in the form of cash and/or  deferred cash  compensation
may be granted  hereunder to participants,  either alone or in addition to Stock
Options  granted under the Proposed Plan. The  performance  goals to be achieved
for each Performance  Period shall be determined by the Committee.  The terms of
any  Performance  Award  granted under the Proposed Plan shall be set forth in a
written Award Agreement and the terms of Performance Awards need not be the same
with respect to each participant. The performance criteria to be achieved during
any  Performance  Period  and the  length  of the  Performance  Period  shall be
determined  by the  Committee  upon  the  grant  of each  Performance  Award.  A
Performance  Period shall not be shorter than twelve (12) months.  The amount of
the Performance Award to be distributed shall be determined by the Committee.

     Except as may  otherwise  be  provided in an Award  Agreement,  Performance
Awards  will be  distributed  only  after  the end of the  relevant  Performance
Period.  Performance Awards shall be paid in cash and may be paid in lump sum or
in installments  following the close of the Performance Period or, in accordance
with procedures established by the Committee, on a deferred basis subject to the
requirements of Sections 409A of the Internal Revenue Code.

     Approval of the Proposed Plan requires an  affirmative  vote of the holders
of a majority of the Company's  Common Stock  present and entitled to vote.  The
Board of  Directors  of the Company may at any time amend,  suspend or terminate
the Proposed  Plan.  No  termination  or amendment of the Plan may,  without the
consent of the  individual to whom any Stock Option or  Performance  Award shall
have been theretofore  granted,  adversely affect the rights of such individual.

                                       21

Awards  under  the  Proposed  Plan  may be  granted  from  time  to  time by the
Compensation  Committee prior to February 23, 2016 as of which date the Proposed
Plan shall terminate.

Federal Income Tax Treatment

Awards  granted  under the  Proposed  Plan will not  qualify for the special tax
treatment accorded to certain statutory stock options under the Internal Revenue
Code (the "Code), nor is the Proposed Plan a qualified  pension,  profit-sharing
or stock bonus plan under the Code. A participant  will not  recognize  ordinary
income  for  federal  income  tax  purposes  at the time of the grant of a Stock
Option  or a  Performance  Award.  However,  upon the  payment  of cash  under a
Performance  Award or the  exercise  of a Stock  Option,  the  participant  will
realize  ordinary  income  in an  amount  measured  by the  value  of  the  cash
Performance  Award or the value of the Option share on the date of exercise over
the option price for the Stock Option, if any, and the Company shall be entitled
to a corresponding  deduction,  subject to the requirements of Section 162(m) of
the Internal  Revenue Code. To comply with the  requirements  of Section 162(m),
the Proposed  Plan sets a limit of 2,000,000  option  shares or other stock unit
awards  representing  no more than 400,000 shares for any  participant  during a
36-month  period  and  $3,000,000  to  any  participant  in  cash  and  deferred
performance  awards  during any  12-month  period.  The Company is required  for
federal income tax purposes to withhold tax on such income realized  through the
exercise of a Stock Option or the payment of a cash  Performance  Award.  Upon a
subsequent  disposition  of shares,  acquired by a Stock Option the  participant
will realize short-term or long-term capital gain or loss, depending on the term
the stock is held after the date of exercise,  with the basis for computing such
gain or loss  equal to the  option  price  plus the  amount of  ordinary  income
realized upon exercise.

Vote Required

     The  Proposed  Plan  will  not  become  effective  unless  approved  by the
Company's Shareholders. The affirmative vote of the holders of a majority of the
Company's  securities  present at the  meeting  who are  entitled to vote on the
proposal is required to approve the Proposed Plan.

Board of Directors Recommendation

     The  Board of  Directors  recommends  a vote FOR the  approval  of the 2006
Incentive Compensation Plan. Proxies solicited by the Board of Directors will be
voted in favor of this proposal unless shareholders'  specify to the contrary in
their proxies.

                                VOTING PROCEDURES

     The General  Corporation Law of the State of Delaware specifies that in the
absence of contrary requirements in a corporation's Certificate of Incorporation
or  By-laws,  the votes on  matters at  Shareholders'  Meetings  are  decided as
follows:  (1)  Directors  are  elected by a plurality  of the shares  present in
person or by proxy at the meeting and who are entitled to vote in the  election,
(2) amendments to the Company's  Certificate of Incorporation  are determined by
the  affirmative  vote of the majority of shares of the Company's  capital stock
that are  outstanding  and  entitled  to vote,  and (3) all  other  matters  are
determined  by the  affirmative  vote of the  majority of the shares  present in
person or by proxy at the  meeting  and who are  entitled to vote on the subject
matter.

     The Company's  Certificate of Incorporation  and By-laws do not require any
different  treatment  for  matters  to be  considered  at the  Company's  Annual
Shareholders' Meeting.

     The Company's  Certificate of  Incorporation  and its By-laws are silent on
the mechanics of voting. As a result,  the General  Corporation Law of the State
of Delaware is controlling. Under Delaware law the votes at the Company's Annual
Shareholders'  Meeting will be counted by the inspectors of election required to
be appointed at the meeting.  The inspectors are charged with  ascertaining  the
number of shares outstanding, the number of shares present, whether in person or
by proxy,  and the validity of all proxies.  The inspectors are entitled to rule
on any voting  challenges and are  responsible  for the tabulation of the voting
results.

     Under Delaware law,  abstentions  are counted in determining  the quorum of
the meeting and as having voted on any proposal on which an abstention is voted.
Therefore,  on those  proposals  which require a plurality vote of the shares at
the meeting that are entitled to vote,  the vote of an abstention has no effect.
However, on those proposals which require an affirmative vote of the majority of
shares  present in person or by proxy at the meeting,  the vote of an abstention
has the effect of a vote against the proposal.

     In the event of a broker non-vote arising from the absence of authorization
by the beneficial  owner to vote on a proposal,  the shares reported are counted
for the  determination  of a quorum for the  meeting but they are not counted as
having  voted on the  proposal  where there is a non-vote.  Therefore,  on those
proposals  which  require a  plurality  or a majority  vote of the shares at the
meeting that are entitled to vote, a non-vote will have no effect.  However,  on

                                       22

those proposals which require an affirmative  vote of the majority of the shares
outstanding  who are  entitled  to vote,  a  non-vote  has the  effect of a vote
against the proposal.

                  SHAREHOLDER PROPOSALS FOR 2007 ANNUAL MEETING

     In order for a proposal by a  shareholder  of the Company to be included in
the Company's  proxy  statement and form of proxy for the 2007 Annual Meeting of
Shareholders,  the  proposal  must be  received  by the  Company  no later  than
December 2, 2006.

                                  OTHER MATTERS

     The Company knows of no matters, other than those referred to herein, which
will be presented at the meeting.  If, however,  any other appropriate  business
should  properly be presented at the meeting,  the proxies named in the enclosed
form of proxy will vote the proxies in accordance with their best judgment.

ELECTRONIC DELIVERY

     If you are a registered  shareholder  and have access to a computer and the
Internet,   you  may  receive  future  Annual   Reports  and  Proxy   Statements
electronically. To sign up for electronic delivery, go to www.computershare.com.
Once you sign up, you will no longer receive a printed copy of the Annual Report
or the Proxy  Statement,  unless you request one.  Each year you will receive an
e-mail explaining how to access the Annual Report and the Proxy Statement at any
time by contacting Computershare.

EXPENSES OF SOLICITATION

     All expenses incident to the solicitation of proxies by the Company will be
paid by the  Company.  In  addition  to  solicitation  by mail,  the Company has
retained D. F. King & Company of New York City, to assist in the solicitation of
proxies,  including delivery of proxy materials.  Fees for this solicitation are
expected to be approximately  $6,500. The Company intends to reimburse brokerage
houses  and  other   custodians,   nominees  and   fiduciaries   for  reasonable
out-of-pocket expenses incurred in forwarding copies of solicitation material to
beneficial  owners of Common Stock held of record by such persons.  In a limited
number of  instances,  regular  employees of the Company may solicit  proxies in
person or by telephone.

By order of the Board of Directors.


                                                      SPENCER LEROY III
                                                      Secretary

Chicago, Illinois
March 31, 2006















                                       23


                                   Exhibit A
                                   ---------

                             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.

     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.

     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.


                                      A-1

        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 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.

        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.


                                      A-2

       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  that  the
               Corporation   and  its   subsidiaries   are  in  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.

       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 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.













                                      A-3


                                    Exhibit B
                                    ---------

                        2006 INCENTIVE COMPENSATION PLAN

1.       PURPOSE OF THE PLAN

         The purpose of the Plan is to assist the  Company and its  Subsidiaries
         in attracting and retaining  selected  individuals to serve the Company
         who are expected to contribute to the Company's  success and to achieve
         long-term   objectives   which  will  inure  to  the   benefit  of  all
         stockholders of the Company through the additional  incentives inherent
         in the Awards hereunder.

2.       DEFINITIONS

         2.1. "Award" shall mean any Option, Other Stock Unit Award or any other
         right,  interest  or  option  relating  to  Shares,  or other  property
         (including cash) granted pursuant to the provisions of the Plan.

         2.2. "Award  Agreement" shall mean any written  agreement,  contract or
         other  instrument  or  document  evidencing  any Award  granted  by the
         Committee hereunder, including through an electronic medium.

         2.3. "Board" shall mean the Board of Directors of the Company.

         2.4. "Code"  shall mean the Internal  Revenue Code of 1986,  as amended
         from time to time.

         2.5. "Committee"  shall mean the Compensation  Committee of the  Board,
         consisting  of no fewer  than  three  Directors,  each of whom is (i) a
         "non-employee  director"  within  the  meaning  of  Rule  16b-3  of the
         Exchange Act, (ii) an "outside  director" within the meaning of Section
         162(m) of the Code, and (iii) an "independent  director" for purpose of
         the rules and regulations of the New York Stock Exchange (or such other
         principal securities market on which the Shares are traded).

         2.6. "Covered  Employee"  shall mean a "covered  employee"  within the
         meaning of Section 162(m) of the Code.

         2.7. "Director" shall mean a non-employee member of the Board.

         2.8. "Employee"   shall  mean  any  employee  of  the  Company  or  any
         Subsidiary and any prospective employee conditioned upon, and effective
         not earlier than, such person's  becoming an employee of the Company or
         any Subsidiary.

         2.9. "Exchange Act" shall mean the Securities  Exchange Act of 1934, as
         amended.

         2.10. "Fair   Market  Value" of Shares  as of any date  shall  mean the
         composite  transactions closing price for the Shares on the immediately
         preceding trading date of the New York Stock Exchange,  as published in
         The Wall Street  Journal  (or if there were no reported  prices on such
         date, on the last preceding date on which the prices were reported) or,
         if the  Company is not then listed on the New York Stock  Exchange,  on
         such  other  principal  securities  exchange  on which the  Shares  are
         traded, and if the Company is not listed on the New York Stock Exchange
         or any other securities exchange, the Fair Market Value of Shares shall
         be an amount, not less than book value,  determined by the Committee in
         its sole discretion.

         2.11. "Option" shall  mean any right granted to a Participant under the
         Plan  allowing  such  Participant  to purchase  Shares at such price or
         prices  and  during  such  period or  periods  as the  Committee  shall
         determine.

         2.12. "Option  Proceeds" shall  mean the cash actually  received by the
         Company for the option price in connection with the exercise of Options
         or options  granted under the Prior Plans that are exercised  after the
         effective date of the Plan,  plus the maximum tax benefit that could be
         realized by the Company as a result of the  exercise of such Options or
         options  granted  under the Prior  Plans,  which tax  benefit  shall be
         determined by multiplying (a) the amount that is deductible for federal
         income tax purposes as a result of any such option exercise  (currently
         equal to the  amount  upon  which  the  Participant's  withholding  tax
         obligation  is  calculated),  times (b) the maximum  federal  corporate
         income tax rate for the year of exercise.

                                      B-1

         2.13. "Other  Stock  Unit  Award"  shall have the  meaning set forth in
         Section 5.1.

         2.14. "Participant"  shall  mean an  individual  who is selected by the
         Committee to receive an Award under the Plan.

         2.15. "Payee" shall have the meaning set forth in Section 9.1 hereof.

         2.16. "Performance  Award"  shall mean any Award  granted  pursuant  to
         Article 6 hereof.

         2.17. "Performance  Period" shall mean that period  established by  the
         Committee at the time any  Performance  Award is granted or at any time
         thereafter   during  which  any  performance  goals  specified  by  the
         Committee with respect to such Award are to be measured.

         2.18. "Permitted  Assignee" shall have the meaning set forth in Section
         8.3 hereof.

         2.19. "Prior  Plan"  shall  mean the  Amended  and  Restated  2002  Old
         Republic International Corporation Non-Qualified Stock Option Plan.

         2.20. "Shares"  shall mean the shares of Common  Stock of the  Company,
         par value $1.00 per share.

         2.21. "Securities  Act"  shall  mean  the  Securities  Act of 1933,  as
         amended.

         2.22. "Subsidiary" shall  mean any corporation (other than the Company)
         in an unbroken chain of corporations  beginning with the Company if, at
         the time of the granting of the Award,  each of the corporations  other
         than the last  corporation in the unbroken chain owns stock  possessing
         50% or more of the total combined  voting power of all classes of stock
         in one of the other corporations in the chain.

3.       ELIGIBILITY AND ADMINISTRATION

         3.1.  Eligibility.  Any  individuals  who,  in  the  discretion  of the
         Committee,  are in positions to affect the  profitability and growth of
         the Company shall be eligible to be selected as Participants.

         3.2. Administration.

              (a) The Plan shall be administered by the Committee. The Committee
              shall have full power and authority,  subject to the provisions of
              the  Plan  and   subject  to  such  orders  or   resolutions   not
              inconsistent  with the  provisions of the Plan as may from time to
              time be adopted by the Board,  to: (i) select the  Participants to
              whom  Awards  may from  time to time be  granted  hereunder;  (ii)
              determine the type or types of Awards,  not inconsistent  with the
              provisions  of  the  Plan,  to  be  granted  to  each  Participant
              hereunder;  (iii)  determine the number of Shares to be covered by
              each  Award  granted  hereunder;  (iv)  determine  the  terms  and
              conditions,  not inconsistent  with the provisions of the Plan, of
              any  Award  granted  hereunder;  (v)  determine  whether,  to what
              extent,  and under what  circumstances  cash Awards made under the
              Plan shall be deferred; (vi) determine whether, to what extent and
              under what circumstances any Award shall be canceled or suspended;
              (vii)  interpret  and  administer  the Plan and any  instrument or
              agreement  entered  into  under or in  connection  with the  Plan,
              including any Award Agreement;  (viii) correct any defect,  supply
              any omission or  reconcile  any  inconsistency  in the Plan or any
              Award in the  manner and to the extent  that the  Committee  shall
              deem desirable to carry it into effect;  (ix) establish such rules
              and   regulations  and  appoint  such  agents  as  it  shall  deem
              appropriate  for the proper  administration  of the Plan;  and (x)
              make any other  determination  and take any other  action that the
              Committee deems necessary or desirable for  administration  of the
              Plan.

              (b)  Decisions of the  Committee  shall be final,  conclusive  and
              binding on all persons or entities,  including  the  Company,  any
              Participant,  and any Subsidiary. A majority of the members of the
              Committee  may determine its actions and fix the time and place of
              its meetings.

              (c) To the extent not inconsistent with applicable law,  including
              Section  162(m) of the Code, or the rules and  regulations  of the
              New York Stock Exchange (or such other principal securities market
              on which the Shares are traded),  the  Committee may delegate to a
              committee  of one or more  Directors  of the  Company  or,  to the
              extent  permitted by law, to one or more  executive  officers or a
              committee of executive officers of the Company or its Subsidiaries
              the  right to grant  Awards  to  Employees  who are not  executive
              officers of the Company and the authority to take action on behalf
              of the Committee  pursuant to the Plan to cancel or suspend Awards
              to Employees who are not executive officers of the Company.

                                      B-2

4.       OPTIONS

         4.1. Number of Shares Subject to the Plan.

              a) Subject to  adjustment  as provided in Section 8.2 hereof,  the
              aggregate  number of Shares subject to Awards and issued  pursuant
              to this Plan  shall not  exceed  nine  percent  (9%) of the Shares
              issued and outstanding  (excluding  Shares held by the Company and
              any of its  Subsidiaries)  as of the end of the month  immediately
              preceding the granting of an Award  hereunder,  less the aggregate
              number of Shares  subject to options  then  outstanding  under the
              Company's Prior Plan.

              b) If any  Shares  subject  to an Award or to an award  under  the
              Prior Plan are forfeited,  expire or terminate without issuance of
              all or a portion of the Shares  subject to such Award,  the Shares
              shall, to the extent of such forfeiture,  expiration,  termination
              or non-issuance, again be available for Awards under the Plan.

              c)  In  the  event  that  (i)  any  Option  granted  hereunder  is
              exercisable through the tendering of Shares (either actually or by
              attestation)  or by the  withholding of Shares by the Company,  or
              (ii) withholding tax liabilities arising from such Option or Prior
              Plan  award are  satisfied  by the  tendering  of  Shares  (either
              actually or by attestation) or by the withholding of Shares by the
              Company,  then only the number of Shares  issued net of the Shares
              tendered or withheld  shall be counted for purposes of determining
              the maximum  number of Shares  available for grant under the Plan,
              and the Shares so tendered or  withheld  shall again be  available
              for Awards under the Plan.

              d) Shares  reacquired  by the  Company  on the open  market  using
              Option Proceeds shall be available for Awards under the Plan.

              e) In the event  that a company  acquired  by the  Company  or any
              Subsidiary  or with which the Company or any  Subsidiary  combines
              has  shares  available  under  a  pre-existing  plan  approved  by
              shareholders  and not adopted in contemplation of such acquisition
              or  combination,  the shares  available for grant  pursuant to the
              terms  of such  pre-existing  plan  (as  adjusted,  to the  extent
              appropriate,  using  the  exchange  ratio or other  adjustment  or
              valuation ratio or formula used in such acquisition or combination
              to determine  the  consideration  payable to the holders of common
              stock of the entities party to such  acquisition  or  combination)
              may be used for  Awards  under the Plan and shall not  reduce  the
              Shares  authorized for grant under the Plan;  provided that Awards
              using  such  available  shares  shall  not be made  after the date
              awards or  grants  could  have  been  made  under the terms of the
              pre-existing  plan,  absent the  acquisition or  combination,  and
              shall only be made to individuals  who were not Employees prior to
              such acquisition or combination.

         4.2. Character of Shares.  Any Shares issued hereunder may consist,  in
         whole or in part, of authorized and unissued shares, Treasury shares or
         shares purchased in the open market or otherwise.

         4.3. Grant of Options. Options may be granted hereunder to Participants
         either alone or in addition to other Awards granted under the Plan. Any
         Option shall be subject to the terms and  conditions  of this Article 4
         and to such additional terms and conditions,  not inconsistent with the
         provisions of the Plan, as the Committee shall deem desirable.

         4.4. Award  Agreements.  The Options granted pursuant to this Article 4
         shall be  evidenced  by a  written  Award  Agreement  in such  form and
         containing  such terms and conditions as the Committee  shall determine
         which are not  inconsistent  with the provisions of the Plan. The terms
         of  Options  need not be the same  with  respect  to each  Participant.
         Granting of an Option  pursuant to the Plan shall impose no  obligation
         on the recipient to exercise such Option. Any individual who is granted
         an Option  pursuant  to this  Article  4 may hold more than one  Option
         granted pursuant to the Plan at the same time.

         4.5. Option Price.  The option price per each Share  purchasable  under
         any Option  granted  pursuant to this  Article 4 shall not be less than
         100% of the Fair Market Value of such Share, as defined in Section 2.10
         above.  Other than pursuant to Section 8.2 hereof,  the Committee shall

                                      B-3

         not without the approval of the  Company's  stockholders  (a) lower the
         option price per Share of an Option after it is granted,  (b) cancel an
         Option when the option price per Share exceeds the Fair Market Value of
         the underlying  Shares in exchange for another  Award,  or (c) take any
         other  action  with  respect  to an  Option  that may be  treated  as a
         repricing  under  the  rules  and  regulations  of the New  York  Stock
         Exchange (or such other principal securities market on which the Shares
         are traded).

         4.6.  Option  Term.  The  term of each  Option  shall  be  fixed by the
         Committee  in its sole  discretion;  provided  that no Option  shall be
         exercisable  after the  expiration  of ten (10) years from the date the
         Option is granted, except in the event of death or disability.

         4.7.  Exercise of Options.  Vested Options granted under the Plan shall
         be exercised by the Participant or by a Permitted  Assignee thereof (or
         by the  Participant's  executors,  administrators,  guardian  or  legal
         representative,  as may be provided in an Award Agreement) as to all or
         part of the Shares covered thereby,  by the giving of written notice of
         exercise to the Company or its designated agent,  specifying the number
         of Shares to be purchased,  accompanied by payment of the full purchase
         price for the Shares being purchased, together with the amount required
         to  be  withheld  by  the  then  current   Internal  Revenue  Code  and
         Regulations  and  applicable  state  income  taxes.   Unless  otherwise
         provided in an Award  Agreement,  full payment of such  purchase  price
         shall be made at the time of exercise and shall be made in cash or cash
         equivalents  (including  certified check or bank check or wire transfer
         of immediately available funds). The notice of exercise, accompanied by
         such  payment,  shall be  delivered  to the  Company  at its  principal
         business  office or such other office as the Committee may from time to
         time  direct,  and  shall  be in such  form,  containing  such  further
         provisions consistent with the provisions of the Plan, as the Committee
         may from time to time  prescribe.  In no event may any  Option  granted
         hereunder be exercised for a fraction of a Share.  No adjustment  shall
         be made for cash dividends or other rights for which the record date is
         prior to the date of such issuance.

         4.8. Amount Exercisable. Each Option may be exercised, so long as it is
         valid and outstanding, from time to time in part or as a whole, subject
         to the  following  percentage  limitations  and  any  limitations  with
         respect to the  number of Shares for which the Option may be  exercised
         at a particular  time and to such other  conditions as the Committee in
         its discretion may specify upon granting the Option.

              (a) Options may be  exercised  in  accordance  with the  following
              schedule of vesting:

                Annual                                                                Cumulative
                ------                                                                ----------
                                                                                   
                10% as of December 31st of the year of the grant                          10%
                15% as of the second December 31st following the date of the grant        25%
                20% as of the third December 31st following the date of the grant         45%
                25% as of the fourth December 31st following the date of the grant        70%
                30% as of the fifth December 31st following the date of the grant;       100%

              (b) If the Participant (i) dies while in the employ of the Company
              or any  Subsidiary,  or (ii)  retires  in good  standing  from the
              employ of the Company or any Subsidiary after attaining age 57, or
              (iii) retires as a result of disability under the then established
              rules of the Company or the Subsidiary, then options shall vest to
              the extent of the higher of:

                    (1) 10% of  the  number  of Shares covered by the Option for
              each year that the Participant has been employed by the Company or
              any Subsidiary; or

                    (2) the  actual vested percentage determined pursuant to the
              schedule  in  subparagraph (a)  above, plus  50%  of  the unvested
              remaining Shares;

              determined   as  of   the  date  of  the  Participant's  death  or
              retirement, with no additional vesting thereafter; or

              (c) If there is any Change of Control of the  Company,  as defined
              below,  regardless of the resulting price per Share of stock, then
              options shall vest in accordance  with the vesting  provisions set
              forth in the  preceding  subparagraph  (b) hereof,  and any Shares
              remaining  unvested  thereafter  shall vest in accordance with the
              vesting schedule in subparagraph (a) above.

                                      B-4

              The right to purchase shall be cumulative and may be exercised  as
         to any Shares not previously purchased during the remainder of the term
         of the Option.

               For   purposes   of  subparagraphs   (b) and (c) above,  years of
         employment  shall  be  measured  from the date an  Employee  was  first
         employed by the Company or any Subsidiary and shall include  periods of
         employment  prior to the time when the  Subsidiary  or  division of the
         Company was acquired by the Company. As used in subparagraph (c) above,
         the term "Change of Control" of the Company  refers to: (i) the date of
         any  consolidation or merger of the Company in which the Company is not
         the continuing or surviving  corporation or pursuant to which Shares of
         the Company's  stock would be converted into cash,  securities or other
         property;  or (ii)  the  date of any  sale,  lease,  exchange  or other
         transfer (in one  transaction or a series of related  transactions)  of
         all, or substantially all, of the assets of the Company, other than any
         sale,  lease,  exchange or other transfer to any corporation  where the
         Company owns,  directly or indirectly,  at least 80% of the outstanding
         voting securities of such corporation after any such transfer; or (iii)
         the date of any plan or proposal for the  liquidation or dissolution of
         the  Company;  or (iv)  the date any  person  (as such  term is used in
         Section 13(d) of the Securities  Exchange Act of 1934),  other than the
         Old  Republic  International  Corporation  Employees  Savings and Stock
         Ownership Trust or any other trust  established by or contributed to by
         the Company or any of its  Subsidiaries for the benefit of Employees of
         the Company or its  Subsidiaries,  shall  become the  beneficial  owner
         (within  the meaning of Rule 13d-3  under the  Exchange  Act) of 20% or
         more of the Company's  outstanding  stock; or (v) the date,  during any
         period of twenty-four (24) consecutive months, on which individuals who
         at the beginning of such period constitute the entire Board shall cease
         for any reason to constitute a majority thereof.

         4.9.  Termination of Options Upon  Severance of  Employment.  Except as
         otherwise   expressly   provided   herein,   Options  shall   terminate
         immediately upon severance of the employment  relationship  between the
         Company and its Subsidiaries and the Participant for any reason, for or
         without cause, other than death or retirement in good standing from the
         employ  of  the  Company  or its  Subsidiaries  for  reasons  of age or
         disability  under  the then  established  rules of the  Company  or the
         Subsidiary. Whether authorized leave of absence, or absence on military
         or government  service,  shall  constitute  severance of the employment
         relationship between the Company and the Subsidiary and the Participant
         shall be determined by the Committee at the time thereof.

              (a) Death. In the event of the death of a Participant while in the
              employ of the  Company  or any  Subsidiary  and before the date of
              expiration  of an Option  held by such  Participant,  such  Option
              shall  terminate on the earlier of its date of  expiration or four
              (4) years following the date of such death. After the death of the
              Participant, the Participant's executors,  administrators,  or any
              person  or  persons  to  whom  the  Participant's  Option  may  be
              transferred by will, by the laws of descent and distribution or by
              beneficiary designation shall have the right, at any time prior to
              such termination, to exercise the Option, in whole or in part. The
              number  of  Shares  vested  and  exercisable,  however,  shall  be
              determined  as of the  date  of  death,  with no  further  vesting
              thereafter.

              (b)  Retirement.  If,  before the date of expiration of an Option,
              the  Participant  holding  the  Option  shall be  retired  in good
              standing  from the  employ of the  Company or any  Subsidiary  for
              reasons of age or disability under the then  established  rules of
              the Company or the  Subsidiary,  the Option shall terminate on the
              earlier of the normal date of  expiration  or four (4) years after
              the date of such retirement. In the event of such retirement,  the
              Option  shall  be  exercisable  prior to the  termination  of such
              Option to the  extent to which the  Participant  was  entitled  to
              exercise such Option  immediately  prior to such retirement unless
              the  provisions of Section  4.8(b) hereof  concerning  accelerated
              vesting apply. An employment  relationship between the Company and
              the  Participant  shall be deemed to exist  during  any  period in
              which  the   Participant   is  employed  by  the  Company  or  any
              Subsidiary. If the Participant dies after retirement, but prior to
              the expiration date of the Option,  the Option period shall not be
              extended  but  shall  terminate  on the  earlier  of the  date  of
              expiration  or four (4) years  after the date of  retirement.  The
              number  of  Shares  vested  and  exercisable,  however,  shall  be
              determined as of the date of retirement,  with no further  vesting
              thereafter.

              (c)  Change  of  Control  of  the  Company.  In the  event  of any
              involuntary  severance of the employment  relationship between the
              Participant and the Company or its  Subsidiaries  occurring within
              eighteen  (18) months  after any Change of Control of the Company,
              as defined in Section 4.8 hereof,  such Option shall  terminate on
              the earlier of its scheduled  date of expiration or six (6) months
              following severance of the employment relationship.

                                      B-5

         4.10. Requirements of Law. The Company shall not be required to sell or
         issue any Shares  under any Option if the issuance of such Shares shall
         constitute a violation  by the holder or the Company of any  provisions
         of any law or regulation of any governmental authority. In addition, in
         connection  with the Securities  Act, upon exercise of any Option,  the
         Company shall not be required to issue such Shares unless the Committee
         has received evidence  satisfactory to it to the effect that the holder
         of such  Option will not  transfer  such  Shares  except  pursuant to a
         registration  statement in effect under the Securities Act or unless an
         opinion of counsel to the Company  has been  received by the Company to
         the effect that such registration is not required. Any determination in
         this  connection  by  the  Committee   shall  be  final,   binding  and
         conclusive.  At the  request of the Company to enable it to comply with
         the  Securities  Act,  the  person  exercising  the  Option  shall also
         represent  in writing  that the Shares  acquired  upon  exercise of the
         Option are being  acquired for the holder's own account for  investment
         and not with a view to  resale.  In the event the  Shares  issuable  on
         exercise of an Option are not registered  under the Securities Act, the
         Company may  imprint the  following  legend or any other  legend  which
         counsel for the Company considers necessary or advisable to comply with
         the Securities Act.

               "The shares of stock  represented by this  certificate  have
               not been  registered  under  the  Securities  Act of 1933 or
               under the  securities  laws of any state and may not be sold
               or transferred except upon such registration or upon receipt
               by the Company of an opinion of counsel  satisfactory to the
               Company, in form and substance  satisfactory to the Company,
               that   registration   is  not  required  for  such  sale  or
               transfer."

         4.11. The Company may, but shall in no event be obligated to,  register
         any securities covered hereby pursuant to the Securities Act (as now in
         effect or as  hereafter  amended);  and in the event any  Shares are so
         registered   the  Company   may  remove  any  legend  on   certificates
         representing such Shares.  The Company shall make reasonable efforts to
         cause the  exercise  of an Option or the  issuance  of Shares  pursuant
         thereto  to  comply  with  any law or  regulation  of any  governmental
         authority.

         4.12. No Rights as Shareholder. No Option holder shall have rights as a
         shareholder with respect to Shares covered by the Option until the date
         of issuance of a stock  certificate  for such  Shares;  and,  except as
         otherwise  provided in Section 8.2 hereof, no adjustment for dividends,
         or otherwise,  shall be made if the record date thereof is prior to the
         date of issuance of such certificate.

5.       OTHER STOCK UNIT AWARDS

         5.1.  Grants.  Stock  appreciation  rights,  restricted  stock or other
         Awards of units having a value equal to an  identical  number of Shares
         ("Other Stock Unit Awards") may be granted  hereunder to  Participants,
         in addition to other Awards  granted  under the Plan.  Other Stock Unit
         Awards  shall also be  available  as a form of payment of other  Awards
         granted   under  the  Plan  and  other  earned   cash-based   incentive
         compensation.

         5.2.  Award  Agreements.  The terms of Other Stock Unit Awards  granted
         hereunder  shall be set forth in a written Award  Agreement which shall
         contain  provisions  determined by the  Committee and not  inconsistent
         with the  Plan.  The  terms of such  Awards  need not be the same  with
         respect to each Participant.

         5.3. Payment.  Except as provided in Article 7 or as may be provided in
         an Award Agreement, Other Stock Unit Awards may be paid in Shares, cash
         or other property,  or any combination  thereof, in the sole discretion
         of the Committee at the time of payment. Other Stock Unit Awards may be
         paid in a lump sum or in installments or, in accordance with procedures
         established  by the  Committee,  on a  deferred  basis  subject  to the
         requirements of Section 409A of the Code.

6.       PERFORMANCE AWARDS

         6.1.  Grants.  Performance  Awards  in the form of cash may be  granted
         hereunder to Participants,  either alone or in addition to other Awards
         granted under the Plan. The  performance  goals to be achieved for each
         Performance  Period shall be  conclusively  determined by the Committee
         and shall be based upon the criteria set forth in Section 7.2 hereof.

         6.2. Award Agreements. The terms of any Performance Award granted under
         the Plan shall be set forth in a written  Award  Agreement  which shall
         contain  provisions  determined by the  Committee and not  inconsistent
         with the Plan.  The terms of  Performance  Awards  need not be the same
         with respect to each Participant.

         6.3.  Terms and  Conditions.  The  performance  criteria to be achieved
         during any Performance  Period and the length of the Performance Period
         shall  be  determined  by  the  Committee;  provided,  however,  that a

                                      B-6

         Performance  Period shall not be shorter  than twelve (12) months.  The
         amount of the Award to be distributed shall be conclusively  determined
         by the Committee.

         6.4.  Payment.  Except  as  may  otherwise  be  provided  in  an  Award
         Agreement, Performance Awards will be distributed only after the end of
         the relevant  Performance  Period.  Performance Awards shall be paid in
         cash and may be paid in a lump  sum or in  installments  following  the
         close of the  Performance  Period  or, in  accordance  with  procedures
         established  by the  Committee,  on a  deferred  basis  subject  to the
         requirements of Section 409A of the Code.

7.       CODE SECTION 162(m) PROVISIONS

         7.1.  Covered  Employees.  Notwithstanding  any other  provision of the
         Plan, if the Committee  determines at the time an Award is granted to a
         Participant  who is,  or is likely to be, as of the end of the tax year
         in which the Company  would claim a tax  deduction in  connection  with
         such Award,  a Covered  Employee,  then the  Committee may provide that
         this Article 7 is applicable to such Award.

         7.2. Performance Criteria. If the Committee determines that an Award is
         subject to this Article 7, the  distribution  of cash,  Shares or other
         property  pursuant  thereto,  as  applicable,  shall be  subject to the
         achievement of one or more objective  performance  goals established by
         the  Committee,  which shall be based on the  attainment  of  specified
         levels of one or any combination of the following:  net sales; revenue;
         revenue growth;  operating income;  pre- or after-tax income (before or
         after  allocation  of  corporate  overhead  and bonus);  net  earnings;
         earnings per share; net income;  division, group or corporate financial
         goals; return on equity; total shareholder return;  return on assets or
         net  assets;  attainment  of  strategic  and  operational  initiatives;
         appreciation  in and/or  maintenance  of the price of the Shares or any
         other  publicly-traded  securities of the Company;  market share; gross
         profits;  earnings  (including  earnings before taxes,  earnings before
         interest and taxes or earnings before interest, taxes, depreciation and
         amortization);  economic  value-added models;  comparisons with various
         stock market indices;  reductions in costs;  cash flow (before or after
         dividends); cash flow per share (before or after dividends);  return on
         capital  (including  return on total  capital  or  return  on  invested
         capital;  cash flow return on investment;  improvement in or attainment
         of expense levels or working  capital  levels;  and cash margins.  Such
         performance  goals  also  may  be  based  solely  by  reference  to the
         Company's  performance or the  performance  of a Subsidiary,  division,
         business  segment or business  unit of the  Company,  or based upon the
         relative  performance of other companies or upon  comparisons of any of
         the  indicators  of  performance  relative  to  other  companies.   The
         Committee  may also exclude  charges  related to an event or occurrence
         which  the  Committee  determines  should  appropriately  be  excluded,
         including (a) restructurings,  discontinued  operations,  extraordinary
         items, and other unusual or non-recurring  charges, (b) an event either
         not directly related to the operations of the Company or not within the
         reasonable control of the Company's  management,  or (c) the cumulative
         effects of tax or  accounting  changes  in  accordance  with  generally
         accepted accounting principles.  Such performance goals shall be set by
         the Committee within the time period prescribed by, and shall otherwise
         comply with the  requirements  of,  Section 162(m) of the Code, and the
         regulations thereunder.

         7.3. Adjustments. Notwithstanding any provision of the Plan (other than
         Section 7.5 hereof),  with respect to any Award that is subject to this
         Article 7, the Committee  may adjust  downwards,  but not upwards,  the
         amount payable  pursuant to such Award, and the Committee may not waive
         the achievement of the applicable performance goals, except in the case
         of  the  death  or  disability  of  the  Participant  or  as  otherwise
         determined by the Committee in special circumstances.

         7.4.  Restrictions.  The Committee  shall have the power to impose such
         other  restrictions  on Awards  subject to this  Article as it may deem
         necessary  or  appropriate  to ensure  that  such  Awards  satisfy  all
         requirements for "performance-based compensation" within the meaning of
         Section 162(m) of the Code.

         7.5. Impact of Change of Control.  The terms of any  Performance  Award
         may provide in the Award  Agreement  evidencing the Award that,  upon a
         "Change  of  Control"  of the  Company  (as that  term  may be  defined
         therein),  all Performance  Awards shall be considered to be earned and
         payable (either in full or pro rata based on the portion of Performance
         Period  completed  as of the date of the  Change of  Control),  and any
         deferral or other restriction  shall lapse and such Performance  Awards
         shall be immediately  settled or distributed.  For purposes  hereof,  a
         "Change of Control" shall mean an event described in an Award Agreement
         evidencing  the Award or such  other  event as  determined  in the sole
         discretion of the Board.

                                      B-7

         7.6.  Termination of Employment.  The Committee shall determine and set
         forth in each Award Agreement whether any Performance Awards granted in
         such Award Agreement will continue to be exercisable,  and the terms of
         such  exercise,  on and after the date that a Participant  ceases to be
         employed by or to provide  services  to the Company or any  Subsidiary,
         whether  by reason  of  death,  disability,  voluntary  or  involuntary
         termination  of  employment  or  services,  or  otherwise.  The date of
         termination  of  a   Participant's   employment  or  services  will  be
         determined by the Committee, which determination will be final.

         7.7.  Limitations  on  Grants to  Individual  Participant.  Subject  to
         adjustment  as provided in Section 8.2, no  Participant  may be granted
         (i) Options  during any  thirty-six  month  period with respect to more
         than  2,000,000  Shares,  or (ii)  Other  Stock  Unit  Awards  that are
         denominated  in Shares in any  thirty-six  month period with respect to
         more than 400,000  Shares.  In addition to the  foregoing,  the maximum
         dollar value payable to any Participant in any twelve-month period with
         respect to Performance Awards is $3,000,000.

8.       GENERALLY APPLICABLE PROVISIONS

         8.1. Amendment and Termination of the Plan. The Board may, from time to
         time,  alter,  amend,  suspend or  terminate  the Plan as it shall deem
         advisable,  subject to any requirement for stockholder approval imposed
         by applicable law,  including the rules and regulations of the New York
         Stock Exchange (or such other principal  securities market on which the
         Shares are  traded)  provided  that the Board may not amend the Plan in
         any manner that would  result in  noncompliance  with Rule 16b-3 of the
         Exchange Act. In addition,  no amendments  to, or  termination  of, the
         Plan  shall in any way impair  the  rights of a  Participant  under any
         Award previously granted without such Participant's consent.

         8.2.  Adjustments.   In  the  event  of  any  merger,   reorganization,
         consolidation,  recapitalization,  dividend or distribution (whether in
         cash,  shares or other  property,  other than a regular cash dividend),
         stock split,  reverse stock split,  spin-off or similar  transaction or
         other change in corporate  structure  affecting the Shares or the value
         thereof,  such adjustments and other substitutions shall be made to the
         Plan and to  Awards as the  Committee,  in its sole  discretion,  deems
         equitable or appropriate  taking into  consideration the accounting and
         tax  consequences,  including such adjustments in the aggregate number,
         class and kind of securities  that may be delivered under the Plan and,
         in the aggregate or to any one Participant,  in the number, class, kind
         and option or  exercise  price of  securities  subject  to  outstanding
         Awards  granted  under  the Plan  (including,  if the  Committee  deems
         appropriate, the substitution of similar options to purchase the shares
         of, or other awards  denominated in the shares of, another  company) as
         the Committee may determine to be appropriate  in its sole  discretion;
         provided, however, that the number of Shares subject to any Award shall
         always be a whole number.

         8.3. Transferability of Awards. Except as provided below, and except as
         otherwise  authorized by the Committee in an Award Agreement,  no Award
         and no  Shares  subject  to Awards  that have not been  issued or as to
         which any applicable  restriction,  performance or deferral  period has
         not lapsed, may be sold,  assigned,  transferred,  pledged or otherwise
         encumbered, other than by will, living trust or the laws of descent and
         distribution,  and such Award may be  exercised  during the life of the
         Participant  only by the Participant or the  Participant's  guardian or
         legal  representative.  Notwithstanding the foregoing,  an Award may be
         assigned to a beneficiary  pursuant to a written designation filed with
         the Company during the Participant's lifetime (each transferee thereof,
         a "Permitted Assignee"); provided that such Permitted Assignee shall be
         bound by and subject to all of the terms and conditions of the Plan and
         the Award Agreement relating to the transferred Award and shall execute
         an agreement  satisfactory to the Company  evidencing such obligations;
         and  provided  further that the  Participant  shall remain bound by the
         terms and conditions of the Plan. The Company shall  cooperate with any
         Permitted Assignee and the Company's transfer agent in effectuating any
         transfer permitted under this Section 8.3.

9.       MISCELLANEOUS

         9.1.  Tax  Withholding.  The  Company  shall have the right to make all
         payment or  distributions  pursuant to the Plan to a  Participant  of a
         Permitted  Assignee thereof (any such Participant or Permitted Assignee
         hereafter  referred  to as a "Payee")  net of any  applicable  federal,
         state and local  taxes  required  to be paid or withheld as a result of
         the grant of any  Performance  Award or the exercise of an Option.  The
         Company or any  Subsidiary  shall have the right to withhold from wages
         or other amounts otherwise payable to such Payee such withholding taxes
         as may be  required by law,  or to  otherwise  require the Payee to pay
         such  withholding  taxes.  If the  Payee  shall  fail to make  such tax
         payments as are required, the Company or its Subsidiaries shall, to the

                                      B-8

         extent  permitted by law,  have the right to deduct any such taxes from
         any  payment  of any kind  otherwise  due to such Payee or to take such
         other  action  as  may  be   necessary  to  satisfy  such   withholding
         obligations.

         9.2. Right of Discharge Reserved; Claims to Awards. Nothing in the Plan
         nor the grant of an Award  hereunder shall confer upon any Employee the
         right to  continue in the  employment  or service of the Company or any
         Subsidiary or affect any right that the Company or any  Subsidiary  may
         have to  terminate  the  employment  or  service of (or to demote or to
         exclude  from future  Awards  under the Plan) any such  Employee at any
         time for any reason.  Except as specifically provided by the Committee,
         the Company  shall not be liable for the loss of existing or  potential
         profit  from  an  Award  granted  in the  event  of  termination  of an
         employment or other relationship. No Employee or Participant shall have
         any  claim to be  granted  any Award  under  the Plan,  and there is no
         obligation  for  uniformity  of treatment of Employees or  Participants
         under the Plan.

         9.3.  Prospective  Recipient.  The  prospective  recipient of any Award
         under the Plan shall not, with respect to such Award, be deemed to have
         become a Participant, or to have any rights with respect to such Award,
         until and unless such  recipient  shall have  executed an  agreement or
         other  instrument  evidencing the Award and delivered a copy thereof to
         the Company,  and otherwise complied with the then applicable terms and
         conditions.

         9.4.  Substitute  Awards.  Notwithstanding  any other  provision of the
         Plan, the terms of Substitute  Awards may vary from the terms set forth
         in the Plan to the extent the Committee  deems  appropriate to conform,
         in whole or in part, to the  provisions  of the awards in  substitution
         for which they are granted.

         9.5.  Cancellation of Award.  Notwithstanding  anything to the contrary
         contained  herein,  all  outstanding  Awards granted to any Participant
         shall be  canceled  if the  Participant,  without  the  consent  of the
         Company,  while  employed  by the  Company or any  Subsidiary  or after
         termination of such  employment or service,  establishes a relationship
         with a  competitor  of the  Company  or any  Subsidiary  or  engages in
         activity  that is in  conflict  with or adverse to the  interest of the
         Company or any  Subsidiary,  as determined by the Committee in its sole
         discretion.  The  Committee may provide in an Award  Agreement  that if
         within the time  period  specified  in the  Agreement  the  Participant
         establishes a relationship  with a competitor or engages in an activity
         referred to in the preceding sentence, the Participant will forfeit any
         gain  realized  on the  vesting or exercise of the Award and must repay
         such gain to the Company.

         9.6. Stop Transfer Orders.  All certificates for Shares delivered under
         the Plan  pursuant to any Award shall be subject to such  stop-transfer
         orders and other restrictions as the Committee may deem advisable under
         the rules,  regulations  and other  requirements  of the Securities and
         Exchange Commission,  any stock exchange upon which the Shares are then
         listed,  and any applicable  federal or state  securities  law, and the
         Committee  may  cause  a  legend  or  legends  to be put  on  any  such
         certificates to make appropriate reference to such restrictions.

         9.7.  Nature of Payments.  All Awards made  pursuant to the Plan are in
         consideration of services  performed or to be performed for the Company
         or any Subsidiary, division or business unit of the Company. Any income
         or gain  realized  pursuant  to  Awards  under the Plan  constitutes  a
         special  incentive  payment to the  Participant  and shall not be taken
         into  account,  to the extent  permissible  under  applicable  law,  as
         compensation  for purposes of any of the employee  benefit plans of the
         Company or any Subsidiary  except as may be determined by the Committee
         or by the Board or board of directors of the applicable Subsidiary.

         9.8. Other Plans. Nothing contained in the Plan shall prevent the Board
         from adopting other or additional compensation arrangements, subject to
         stockholder   approval  if  such   approval  is   required;   and  such
         arrangements may be either  generally  applicable or applicable only in
         specific cases.

         9.9. Severability.  If any provision of the Plan shall be held unlawful
         or otherwise invalid or unenforceable in whole or in part by a court of
         competent  jurisdiction,  such provision shall (a) be deemed limited to
         the extent that such court of competent  jurisdiction  deems it lawful,
         valid and/or  enforceable  and as so limited shall remain in full force
         and effect,  and (b) not affect any other provision of the Plan or part
         thereof,  each of which shall  remain in full force and effect.  If the
         making of any payment or the  provision of any other  benefit  required
         under  the  Plan  shall  be  held  unlawful  or  otherwise  invalid  or
         unenforceable by a court of competent jurisdiction,  such unlawfulness,
         invalidity or  unenforceability  shall not prevent any other payment or
         benefit from being made or provided  under the Plan,  and if the making
         of any payment in full or the provision of any other  benefit  required
         under  the Plan in full  would be  unlawful  or  otherwise  invalid  or

                                      B-9

         unenforceable,  then such unlawfulness,  invalidity or unenforceability
         shall not prevent  such  payment or benefit from being made or provided
         in part,  to the  extent  that it would  not be  unlawful,  invalid  or
         unenforceable,  and the  maximum  payment or benefit  that would not be
         unlawful,  invalid or unenforceable shall be made or provided under the
         Plan.

         9.10.  Construction.  As used in the  Plan,  the  words  "include"  and
         "including," and variations thereof, shall not be deemed to be terms of
         limitation,  but  rather  shall be deemed to be  followed  by the words
         "without limitation."

         9.11.  Unfunded  Status of the Plan. The Plan is intended to constitute
         an  "unfunded"  plan for  incentive  and  deferred  compensation.  With
         respect to any payments not yet made to a  Participant  by the Company,
         nothing  contained  herein shall give any such  Participant  any rights
         that are greater than those of a general  creditor of the  Company.  In
         its sole discretion, the Committee may authorize the creation of trusts
         or other arrangements to meet the obligations created under the Plan to
         deliver  the Shares or  payments  in lieu of or with  respect to Awards
         hereunder;  provided,  however,  that the  existence  of such trusts or
         other arrangements is consistent with the unfunded status of the Plan.

         9.12.  Governing Law. The Plan and all determinations  made and actions
         taken thereunder,  to the extent not otherwise  governed by the Code or
         the laws of the United  States,  shall be  governed  by the laws of the
         State of Illinois, without reference to principles of conflict of laws,
         and construed accordingly.

         9.13.  Effective  Date of Plan;  Termination of Plan. The Plan shall be
         effective  as of  February  23,  2006,  subject to its  approval by the
         holders of the shares entitled to vote at a duly constituted meeting of
         the  stockholders of the Company within twelve (12) months  thereafter.
         The Plan  shall be null and  void  and of no  effect  if the  foregoing
         condition  is not  fulfilled  and  in  such  event  each  Award  shall,
         notwithstanding  any of the  preceding  provisions of the Plan, be null
         and void and of no effect.  Awards may be granted under the Plan at any
         time and from time to time on or prior to the tenth  anniversary of the
         effective  date of the Plan,  on which date the Plan will expire except
         as to Awards then outstanding  under the Plan. Such outstanding  Awards
         shall remain in effect until they have been exercised or terminated, or
         have expired.

         9.14. Foreign Employees.  Awards may be granted to Participants who are
         foreign  nationals or employed  outside the United States,  or both, on
         such terms and conditions  different from those applicable to Awards to
         Employees  employed in the United States as may, in the judgment of the
         Committee,  be necessary or desirable in order to recognize differences
         in local law or tax policy. The Committee also may impose conditions on
         the  exercise or vesting of Awards in order to minimize  the  Company's
         obligation   with  respect  to  tax   equalization   for  Employees  on
         assignments outside their home country.

         9.15.  Compliance  with Section 409A of the Code. This Plan is intended
         to comply and shall be  administered  in a manner  that is  intended to
         comply  with  Section  409A of the Code  and  shall  be  construed  and
         interpreted in accordance with such intent. To the extent that an Award
         or the payment,  settlement  or deferral  thereof is subject to Section
         409A of the Code, the Award shall be granted, paid, settled or deferred
         in a manner that will comply with Section  409A of the Code,  including
         regulations or other guidance  issued with respect  thereto,  except as
         otherwise determined by the Committee.  Any provision of this Plan that
         would  cause  the  grant  of an  Award or the  payment,  settlement  or
         deferral  thereof to fail to satisfy  Section 409A of the Code shall be
         amended  to comply  with  Section  409A of the Code on a timely  basis,
         which  may  be  made  on  a  retroactive   basis,  in  accordance  with
         regulations and other guidance issued under Section 409A of the Code.

         9.16.  Captions.  The  captions  in the  Plan  are for  convenience  of
         reference  only,  and are not  intended to narrow,  limit or affect the
         substance or interpretation of the provisions contained herein.

         9.17.  Shareholder  Approval  and  Termination.   This  Plan  shall  be
         effective  on the date it is  approved by the  affirmative  vote of the
         holders of a majority of the Company's  securities present and entitled
         to vote at a meeting duly held in accordance  with the applicable  laws
         of  Delaware.  It shall  terminate  on  February  23,  2016,  provided,
         however, that the Board may at any time amend, suspend or terminate the
         Plan. No termination or amendment of the Plan may,  without the consent
         of the  Participant  to whom any  Award  shall  have  been  theretofore
         granted,  adversely  affect the rights of such  Participant  under such
         Award.

                                      B-10