-----BEGIN PRIVACY-ENHANCED MESSAGE-----
Proc-Type: 2001,MIC-CLEAR
Originator-Name: webmaster@www.sec.gov
Originator-Key-Asymmetric:
 MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen
 TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB
MIC-Info: RSA-MD5,RSA,
 KWLSrGYoaM2FLrbrqGTKSnlT8u12Ts266QivKBbgSBzYcmwGzWiH5KSS2u0qb9FZ
 W+ljafJc8xIwXkQZ5rwRQg==

<SEC-DOCUMENT>0000074260-01-000009.txt : 20010410
<SEC-HEADER>0000074260-01-000009.hdr.sgml : 20010410
ACCESSION NUMBER:		0000074260-01-000009
CONFORMED SUBMISSION TYPE:	S-8
PUBLIC DOCUMENT COUNT:		5
FILED AS OF DATE:		20010404
EFFECTIVENESS DATE:		20010404

FILER:

	COMPANY DATA:	
		COMPANY CONFORMED NAME:			OLD REPUBLIC INTERNATIONAL CORP
		CENTRAL INDEX KEY:			0000074260
		STANDARD INDUSTRIAL CLASSIFICATION:	SURETY INSURANCE [6351]
		IRS NUMBER:				362678171
		STATE OF INCORPORATION:			DE
		FISCAL YEAR END:			1231

	FILING VALUES:
		FORM TYPE:		S-8
		SEC ACT:		
		SEC FILE NUMBER:	333-58248
		FILM NUMBER:		1595001

	BUSINESS ADDRESS:	
		STREET 1:		307 N MICHIGAN AVE
		CITY:			CHICAGO
		STATE:			IL
		ZIP:			60601
		BUSINESS PHONE:		3123468100

	MAIL ADDRESS:	
		STREET 1:		307 N MICHIGAN AVE
		CITY:			CHICAGO
		STATE:			IL
		ZIP:			60601
</SEC-HEADER>
<DOCUMENT>
<TYPE>S-8
<SEQUENCE>1
<FILENAME>0001.txt
<DESCRIPTION>OLD REPUBLIC INTERNATIONAL S-8 REGISTRATION
<TEXT>



                                                       Registration No.



                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D. C. 20549
                      ------------------------------------

                                    FORM S-8

                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933
                           --------------------------

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

                    Delaware                                36-2678171
         (State or other jurisdiction of                (I.R.S. Employer
         incorporation or organization)                Identification No.)

                            307 North Michigan Avenue
                             Chicago, Illinois 60601
                    (Address of Principal Executive Offices)

         1992 OLD REPUBLIC INTERNATIONAL CORPORATION NON-QUALIFIED STOCK
                                   OPTION PLAN
                            (Full title of the plan)
                     ---------------------------------------

                                  A. C. Zucaro
                     Old Republic International Corporation
                            307 North Michigan Avenue
                             Chicago, Illinois 60601
                     (Name and address of agent for service)

                                 (312) 346-8100
          (Telephone number, including area code, of agent for service)
                     ---------------------------------------



                                    copy to:
                                William J. Dasso
                     Old Republic International Corporation
                            307 North Michigan Avenue
                             Chicago, Illinois 60601

<PAGE>


                         CALCULATION OF REGISTRATION FEE


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

Title of         Amount          Proposed      Proposed         Amount
Securities       to be           Maximum       Maximum          of
to be            Registered      Offering      Aggregate        Registration
Registered       (1)             Price Per     Offering         Fee
                                 Share (2)     Price (2)
- --------------------------------------------------------------------------------

Common
Stock, par       4,000,000       $ 27.52       $110,080,000     $ 27,520
value $1.00
per share

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

         (1)      Pursuant  to Rule 416 under  the  Securities  Act of 1933,  as
                  amended,  the number of shares of the  issuer's  Common  Stock
                  registered  hereunder  will be  adjusted in the event of stock
                  splits, stock dividends or similar transactions.

         (2)      Estimated solely for the purpose of computing the registration
                  fee based  upon the  average of the high and low prices of the
                  Common  Stock as  reported  by the New York Stock  Exchange on
                  March 29, 2001.

         In addition,  pursuant to Rule 416(c) under the Securities Act of 1933,
         this  registration  statement  also covers an  indeterminate  amount of
         interests to be offered or sold  pursuant to the employee  benefit plan
         described herein.

<PAGE>

                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT


Item 3.  INCORPORATION OF DOCUMENTS BY REFERENCE

         The following documents filed by Old Republic International Corporation
(the "Company") or the 1992 Old Republic International Corporation Non-Qualified
Stock Option Plan (the "Plan") with the Securities  and Exchange  Commission are
incorporated herein by reference:


         1. The Company's Annual Report on Form 10-K for the year ended December
31, 2000 (including  those portions of the Company's  definitive proxy statement
for  the  Annual  Meeting  of  Shareholders  held  on May 25,  2001,  which  are
incorporated by reference in such Annual Report on Form 10-K).

         2. The  description  of the Company's  capital  stock  contained in the
Company's  Registration  Statement  on Form S-3  filed  on  December  24,  1997,
including  any  amendment  or report  filed for the  purpose  of  updating  such
description.

All documents filed by the Company or the Plan pursuant to Section 13(a), 13(c),
14 or 15(d) of the  Securities  Exchange  Act of 1934,  as  amended,  after  the
effective  date of this  Registration  Statement  and  prior to the  filing of a
post-effective  amendment which indicates that all securities  offered hereunder
have been sold or which deregisters all securities then remaining unsold,  shall
be deemed to be  incorporated  by reference  herein and to be a part hereof from
the date of filing of such documents.


Item 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL

         The validity of the shares of Common Stock and participating  interests
offered  under the Plan has been passed upon by Spencer  LeRoy III,  Senior Vice
President,  Secretary and General Counsel of the Company.  As of March 15, 2001,
Mr.  LeRoy  owned  stock and had options to  purchase  stock  granted  under the
Corporation's  Employee Stock Plan, which are exercisable  within 60 days, which
in the aggregate  represents less than 2/10ths of 1% of the Corporation's Common
Stock.

                                        1
<PAGE>

Item. 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS

         Section 145 of the Delaware General Corporation Law contains provisions
under which  corporations  organized  thereunder  are  permitted  or required in
certain  circumstances  to  indemnify  directors,  officers  and others  against
certain   liabilities  and  permitted  to  maintain   insurance  to  cover  such
liabilities and  liabilities  against which such  corporations  may not directly
indemnify  such  persons.  Article  Thirteenth  of the Restated  Certificate  of
Incorporation of the registrant  grants  indemnification  to such persons to the
extent  permitted by Delaware law and authorizes the purchase of such insurance.
Pursuant to the  foregoing  provisions,  the  registrant  maintains  policies of
insurance for its directors and certain of its officers.

         Article Seventeenth of the Restated Certificate of Incorporation of the
registrant  eliminates the liability of the registrant's  directors for monetary
damages  for  breach of  fiduciary  duty as a director  except  where a director
breaches his duty of loyalty to the  registrant and its  stockholders,  fails to
act in good faith or engages in intentional misconduct or a knowing violation of
law,  authorizes the payment of a dividend or stock  repurchase which is illegal
under Section 174 of the Delaware General Corporation Law or obtains an improper
personal benefit.

         In addition, the registrant has entered or will enter into an Indemnity
Agreement with each of its directors and certain officers.  Under the provisions
of the Indemnity  Agreement,  the registrant  agrees with some  limitations,  to
indemnify  directors  and  officers  against  all  expenses  of  investigations,
judicial or administrative  proceedings or appeals, whether threatened,  pending
or completed,  amounts paid in settlement,  attorneys'  fees and, in third party
proceedings,  judgments  and fines,  actually  and  reasonably  incurred  in the
defense or settlement of a civil,  criminal or administrative  proceeding if the
officer or director  acted in good faith in a manner which he believed to be in,
or not opposed to, the best interests of the registrant.

Item 8.  EXHIBITS

  4      Instruments  defining   the  rights  of   security  holders,  including
         indentures.

  (A)    *Certificate   of   Designation   with   respect  to  Series  A  Junior
         Participating Preferred Stock (Exhibit 4.1 to Form
         8-K filed May 30, 1997).

  (B)    *Certificate  of  Designation  with  respect to Series G-2  Convertible
         Preferred  Stock  (Exhibit 4(A) to  Registrant's  Annual Report on Form
         10-K for 1995).

                                        2
<PAGE>

  (C)    *Amended and Restated Rights Agreement dated as of May 15, 1997 between
         Old Republic International  Corporation and First Chicago Trust Company
         of New York (Exhibit 4.1 to Registrant's Form 8-K filed May 30, 1997).

  (D)    *Agreement  to  furnish  certain  long  term  debt  instruments  to the
         Securities & Exchange  Commission upon request  (Exhibit 4(D) on Form 8
         dated August 28, 1987).

  (E)    *Form of  Indenture  dated as of August 15, 1992  between Old  Republic
         International  Corporation  and Wilmington  Trust  Company,  as Trustee
         (Exhibit 4(G) to Registrant's Annual Report on Form 10-K for 1993).

  (F)    *Supplemental  Indenture No. 1 dated as of June 16, 1997  supplementing
         the  Indenture  (Exhibit  4.3 to  Registrant's  Form 8-A filed June 16,
         1997).


  (G)    *Supplemental   Indenture   No.  2  dated  as  of  December   31,  1997
         supplementing  the  Indenture.  (Exhibit  4(G) to  registrant's  Annual
         Report on Form 10-K for 1997).


  5(A)   Opinion of Spencer LeRoy III as to the validity of the securities being
         registered.


 10      Amended  and  Restated  1992  Old  Republic  International  Corporation
         Non-Qualified Stock Option Plan.

 23(a)   Consent of PricewaterhouseCoopers LLP, independent accountants.


 23(b)   Consent of Spencer LeRoy III (included as part of Exhibit 5).


 24      Powers of Attorney.


 28      *Consolidated  Schedule P (Exhibit 28 to  Registrant's Annual Report on
         Form 10-K for 2000).

- ------------
  *  Exhibit incorporated herein by reference.

                                        3
<PAGE>

Item 9.  UNDERTAKINGS


         The undersigned registrant hereby undertakes:

     (1) To file,  during any period in which  offers or sales are being made, a
         post-effective amendment to this registration statement:


           (i)    To include any prospectus required by section  10(a)(3) of the
                  Securities Act of 1933;

          (ii)    To reflect in the prospectus any facts or events arising after
                  the effective date of the registration  statement (or the most
                  recent post-effective  amendment thereof) which,  individually
                  or in the  aggregate,  represent a  fundamental  change in the
                  information set forth in the registration statement;

         (iii)    To include any material  information  with respect to the plan
                  of distribution  not previously  disclosed in the registration
                  statement or any material  change to such  information  in the
                  registration statement;

                  Provided,  however,  that paragraphs (1)(i) and (1)(ii) do not
                  apply  if the  registration  statement  is on Form S-3 or Form
                  S-8,  and  the  information  required  to  be  included  in  a
                  post-effective  amendment by those  paragraphs is contained in
                  periodic  reports filed by the registrant  pursuant to section
                  13 or section  15(d) of the  Securities  Exchange  Act of 1934
                  that  are   incorporated  by  reference  in  the  registration
                  statement.


     (2) That, for the purpose of determining any liability under the Securities
         Act of 1933, each such post-effective amendment shall be deemed to be a
         new registration  statement relating to the securities offered therein,
         and the offering of such  securities at that time shall be deemed to be
         the initial bona fide offering thereof.

     (3) To remove from registration by means of a post-effective  amendment any
         of  the  securities   being  registered  which  remain  unsold  at  the
         termination of the offering.

                                        4
<PAGE>

         The  undersigned  registrant  hereby  undertakes  that, for purposes of
determining  any liability  under the Securities Act of 1933, each filing of the
registrant's  annual  report  pursuant to section  13(a) or section 15(d) of the
Securities  Exchange  Act of 1934  (and,  where  applicable,  each  filing of an
employee  benefit  plan's  annual  report  pursuant  to  section  15(d)  of  the
Securities  Exchange  Act of 1934)  that is  incorporated  by  reference  in the
registration  statement  shall  be  deemed  to be a new  registration  statement
relating to the securities offered therein,  and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.

         Insofar as indemnification for liabilities arising under the Securities
Act of 1933 may be permitted to directors,  officers and controlling  persons of
the Company pursuant to the provisions  described in Item 6 above, or otherwise,
the Company has been advised that in the opinion of the  Securities and Exchange
Commission such indemnification is against public policy as expressed in the Act
and is, therefore,  unenforceable. In the event that a claim for indemnification
against  such  liabilities  (other  than the  payment by the Company of expenses
incurred or paid by a director,  officer or controlling person of the Company in
the  successful  defense of any action,  suit or proceeding) is asserted by such
director,  officer or controlling person in connection with the securities being
registered,  the Company  will,  unless in the opinion of its counsel the matter
has been  settled by  controlling  precedent,  submit to a court of  appropriate
jurisdiction the question whether such  indemnification  by it is against public
policy as expressed in the Act and will be governed by the final adjudication of
such issue.

                                        5
<PAGE>

                                   SIGNATURES


         Pursuant  to the  requirements  of the  Securities  Act  of  1933,  the
registrant certifies that it has reasonable grounds to believe that it meets all
the  requirements  for filing on Form S-8 and has duly caused this  Registration
Statement  to be  signed  on its  behalf  by  the  undersigned,  thereunto  duly
authorized,  in the City of  Chicago  and  State of  Illinois  on the 2nd day of
April, 2001.


                     OLD REPUBLIC INTERNATIONAL CORPORATION


                                         By        /s/ A. C. Zucaro
                                            -----------------------------------
                                                 A. C. Zucaro, President


         Pursuant  to the  requirements  of the  Securities  Act of  1933,  this
Registration  Statement  has  been  signed  by  the  following  persons  in  the
capacities indicated and on the 2nd day of April, 2001.


         Signature                                  Title


    /s/ A. C. Zucaro                          Director, Chairman of the
- ------------------------------                Board, President and
 A. C. Zucaro                                 Chief Executive Officer


   /s/ Paul D. Adams                          Senior Vice President, Chief
- ------------------------------                Financial Officer and
Paul D. Adams                                 Treasurer


- ------------------------------                Director
Harrington Bischof*


- ------------------------------                Director and Chairman of
Anthony F. Colao*                             Old Republic RE, Inc.


- ------------------------------                Director and Sales Group
Jimmy A. Dew*                                 Manager of Republic Mortgage
                                              Insurance Company


                                        6
<PAGE>



- ------------------------------                Director
Kurt W. Kreyling*


- ------------------------------                Director and Chairman of the
Peter Lardner*                                Board of Bituminous
                                              Casualty Corp.


- ------------------------------                Director
Wilbur S. Legg*


- ------------------------------                Director
John W. Popp*


- ------------------------------                Director and President of
William A. Simpson*                           Republic Mortgage Insurance
                                              Company


- ------------------------------                Director
Arnold L. Steiner*


- ------------------------------                Director
David Sursa*


- ------------------------------                Director
William G. White, Jr.*



*By:   /s/ A. C. Zucaro
    --------------------------------
    A. C. Zucaro, Attorney-In-Fact
    Pursuant to a Power of Attorney
    dated March 22, 2001

                                        7
<PAGE>

                                INDEX TO EXHIBITS
                                -----------------

Exhibit No.                                Description
- -----------                                -----------

   4              Instruments defining the rights of security holders, including
                  indentures.

   (A)            * Certificate of  Designation  with respect to Series A Junior
                  Participating  Preferred  Stock (Exhibit 4.1 to Form 8-K filed
                  May 30, 1997).

   (B)            *  Certificate  of  Designation  with  respect  to Series  G-2
                  Convertible Preferred Stock (Exhibit 4(A) to Registrant's
                  Annual Report on Form 10-K for 1995).

   (C)            * Amended and Restated  Rights  Agreement  dated as of May 15,
                  1997 between Old Republic International  Corporation and First
                  Chicago Trust Company of New York (Exhibit 4.1 to Registrant's
                  Form 8-K filed May 30, 1997).

   (D)            * Agreement to furnish  certain long term debt  instruments to
                  the Securities & Exchange Commission upon request (Exhibit
                  4(D) on Form 8 dated August 28, 1987).

   (E)            * Form of  Indenture  dated as of August 15, 1992  between Old
                  Republic   International   Corporation  and  Wilmington  Trust
                  Company, as Trustee (Exhibit 4(G) to Registrant's Annual
                  Report on Form 10-K for 1993).

   (F)            *  Supplemental  Indenture  No. 1 dated  as of June  16,  1997
                  supplementing the Indenture  (Exhibit 4.3 to Registrant's Form
                  8-A filed June 16 1997).

   (G)            *  Supplemental  Indenture No. 2 dated as of December 31, 1997
                  supplementing  the  Indenture.  (Exhibit 4(G) to  Registrant's
                  Annual Report on Form 10-K for 1997).

 5(A)             Opinion  of  Spencer  LeRoy  III  as to  the  validity  of the
                  securities being registered.

 10               Amended   and   Restated  1992  Old   Republic   International
                  Corporation Non-Qualified Stock Option Plan.

 23(A)            Consent  of  PricewaterhouseCoopers  LLP,  independentd public
                  accountants.

                                        8
<PAGE>

                                INDEX TO EXHIBITS
                                -----------------

Exhibit No.                                Description
- -----------                                -----------

 23(B)            Consent of Spencer LeRoy III (included as part of Exhibit 5).

 24               Powers of Attorney

 28               *Consolidated   Schedule   P  (Exhibit  28   to  Registrant's
                  Annual Report on Form 10-K for 2000).


- -----------
  * Exhibit incorporated herein by reference.

                                        9
</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-5
<SEQUENCE>2
<FILENAME>0002.txt
<DESCRIPTION>OPINION OF GENERAL COUNSEL
<TEXT>



                                                                   Exhibit 5(A)



                                                      April 2, 2001


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


                      RE: Registration Statement on Form S-8


Gentlemen:

         I am Senior  Vice  President,  Secretary  and  General  Counsel  of Old
Republic International Corporation, a Delaware corporation (the "Company"). This
opinion is rendered in connection  with the  Registration  Statement on Form S-8
filed with the Securities and Exchange Commission (the "Commission") relating to
the registration of 4,000,000  shares of the Company's  Common Stock,  $1.00 par
value  per share  (the  "Shares"),  pursuant  to the  terms of the  Amended  and
Restated 1992 Old Republic International  Corporation Non-Qualified Stock Option
Plan (the  "Plan").  In this  connection,  I have  examined  originals or copies
identified to my satisfaction  of such  documents,  corporate and other records,
certificates  and other papers as I deemed  necessary to examine for purposes of
this  opinion,  including  but  not  limited  to  the  Restated  Certificate  of
Incorporation and By-laws of the Company,  as amended,  resolutions of the board
of directors of the Company, and the Plan.

         It is my opinion  that the Shares,  when  issued  pursuant to the Plan,
will be legally issued, fully paid and non-assessable.

         I  consent  to  the  filing  of  this  opinion  as an  exhibit  to  the
Registration Statement and to the reference to my name under "Interests of Named
Experts and Counsel" in the Registration Statement and under "Legal Opinions" in
the related Prospectus.

                                                   Very truly yours,

                                                      /s/ Spencer LeRoy III
                                                  -----------------------------
                                                  Spencer LeRoy III
                                                  Senior Vice President,
                                                  Secretary and General Counsel

WJD:bm

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-10
<SEQUENCE>3
<FILENAME>0003.txt
<DESCRIPTION>AMENDED & RESTATED NON-QUALIFIED STOCK OPTION PLAN
<TEXT>


                              AMENDED AND RESTATED
                                      1992
                     OLD REPUBLIC INTERNATIONAL CORPORATION
                         NON-QUALIFIED STOCK OPTION PLAN
                              AS OF MARCH 22, 2001

1.       Purpose
         -------
                  The  purpose  of this  Non-Qualified  Stock  Option  Plan (the

         "Plan") is to  promote  the  interests  of Old  Republic  International

         Corporation,   a  Delaware   corporation  (the   "Company"),   and  its

         shareholders  by  providing  key  employees  on whom  rests  the  major

         responsibility  for the present  and future  success of the Company and

         its subsidiaries with an opportunity to acquire a proprietary  interest

         in the Company and thereby  develop a stronger  incentive  to put forth

         maximum effort for the continued  success and growth of the Company and

         its subsidiaries. In addition, the opportunity to acquire a proprietary

         interest  in the  Company  will aid in  attracting  and  retaining  key

         personnel of outstanding ability. Only designated salaried officers and

         other  designated  salaried  key  employees  of  the  Company  and  its

         subsidiaries,   who  are  in  a  position  to  affect   materially  the

         profitability  and growth of the  Company,  will be eligible to receive

<PAGE>

         options to  purchase  common  stock under the Plan.  Directors  who are

         designated  salaried key employees  within the meaning of the foregoing

         are eligible to participate in the Plan. Except as otherwise  provided,

         for all  purposes  of the  Plan the term  "subsidiary"  or  "subsidiary

         corporation"  shall have the meaning  ascribed in the Internal  Revenue

         Code of 1986. As used herein,  the term  optionee  applies both to male

         and female designated  salaried  officers or other designated  salaried

         key employees of the Company or of any subsidiary  corporation eligible

         under the Plan.


2.       Administration.
         --------------
                  The  Compensation  Committee  of the Board of Directors of the

         Company, which shall consist of three or more disinterested  directors,

         shall act as a committee to  administer  this Plan. As such a committee

         the Compensation  Committee shall be responsible for the interpretation

         of the  provisions of the Plan.  Subject to the provisions of the Plan,

         they may from  time to time,  and at its sole  discretion,  adopt  such

         rules and regulations for the  administration  of the Plan as they deem

         appropriate.  The  Compensation  Committee of the Board of Directors of

         the Company  shall have the  authority  to make  awards  subject to the

                                       2
<PAGE>

         provisions of the Plan. In making such awards it shall:

         (a)  determine which individuals shall receive options;

         (b)  determine the terms and  conditions of the options including terms

              of exercise,   limitations  on  exercise, the  price, and  payment

              terms;

         (c)  determine the number of options to be granted;

         (d)  determine the number of shares subject to each option;

         (e)  grant the options; and

         (f)  prescribe  the form or forms of the  instruments  evidencing   any

              options  granted under  the  Plan  and  of  any other  instruments

              required  under the  Plan, and to  change  such forms from time to

              time,  as may be  required  or  necessary.


                  Except with  respect to awards made to  executive  officers or

         directors  of the  Company,  before  making  awards,  the  Compensation

         Committee  may consult with the Office of the Chief  Executive  Officer

         (OCEO) and may seek the OCEO's  recommendations and advice. The OCEO is

         comprised of the Chairman of the Board of the Company and the President

         and Chief Executive Officer of the Company.

                                       3
<PAGE>

                  The OCEO  will have the  responsibility  for  maintaining  the

         records concerning options granted to optionees,  including the records

         concerning  exercises,   lapses  or  forfeitures  of  options  held  by

         optionees.


3.       Shares Subject to the Plan.
         --------------------------
                  The shares that may be made subject to options  granted  under

         the Plan  shall be  shares of Common  Stock of the  Company,  $1.00 par

         value  ("Common  Stock").  The  aggregate  number of shares  subject to

         options  and  issued  pursuant  to this Plan  shall  not  exceed at six

         percent (6%) of the Common Stock of the Company issued and  outstanding

         (excluding   Common   Stock  held  by  the   Company  and  any  of  its

         subsidiaries) at December 31 of the preceding year ("Maximum  Number").

         However,  in no event shall the aggregate  number of shares  subject to

         outstanding  options  pursuant to this Plan and all other stock  option

         plans sponsored by the Company exceed the Maximum Number. If any option

         lapses or terminates for any reason before being completely  exercised,

         the shares  covered by the  unexercised  portion of such  option  shall

         again be  available  for the granting of options and said shares may be

         used to grant new options under the Plan subject to the  aforementioned

                                       4
<PAGE>

         Maximum  Number of  shares.  Appropriate  adjustments  in the number of

         shares and in the option price per share will be made to give effect to

         adjustments  made in the number of  outstanding  shares of Common Stock

         through recapitalization, reclassification, stock dividend, stock split

         or other  similar  relevant  changes.  Shares  issued upon  exercise of

         options  granted  under the Plan may be shares  held by the  Company as

         treasury shares or authorized but previously unissued shares.


                  Although the shares subject to option shall be Common Stock as

         described above, the optionee shall have a right of election to receive

         Series  G-3  Cumulative  Convertible  Preferred  Stock as set  forth in

         paragraph 4 hereof.


4.       Election to Receive Series G Preferred Stock
         --------------------------------------------
                  In lieu of  exercising  a right to receive  Common Stock under

         this Plan,  an optionee  may elect to receive the same number of shares

         of Series  G-3  Convertible  Preferred  Stock  ("Series  G-3  Preferred

         Stock") at the same price and under the same terms and conditions as if

         the optionee had elected Common Stock. Notice of an election to receive

         Series G-3  Preferred  Stock shall be made in writing and  delivered as

                                       5
<PAGE>

         part of the written notice of exercise  required by Paragraph 9 of this

         Plan.


                  Any optionee  electing to exercise  vested  options for Series

         G-3  Preferred  Stock may do so only on March 1st or  September  1st of

         each year. Written notice of the election and exercise of options under

         this paragraph must be received by these dates.


5.       Eligibility.
         -----------
                  The  individuals  who shall be eligible to  participate in the

         Plan shall be such  designated  salaried  officers or other  designated

         salaried key employees  described in Paragraph 1 hereof of the Company,

         or of any subsidiary  corporation,  as the Compensation Committee shall

         determine from time to time.


6.       Granting of Options.
         -------------------
                  Subject  to  the  terms  and   conditions  of  the  Plan,  the

         Compensation  Committee,  may from time to time prior to May 31,  2002,

         grant to such  eligible  employees  options to purchase  such number of

         shares  of  Common  Stock  under  such  terms  and  conditions  as  the

         Compensation  Committee  may  determine.  More than one  option  may be

                                       6
<PAGE>

         granted  to the  same  employee.  The  day on  which  the  Compensation

         Committee approves the granting of an option shall be considered as the

         date on which such option is granted.


7.       Option Price.
         ------------
                  The  purchase  price per share of Common  Stock  subject to an

         option shall 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 option is granted. For the purposes of this Plan, the fair

         market value of the Common Stock shall be determined as follows:


         (a)      If  the  Common  Stock  is  listed  on a  national  securities

                  exchange or admitted to unlisted trading privileges on such an

                  exchange,   fair   market   value   shall  be  the   composite

                  transactions  closing  price  for  the  Common  Stock  on  the

                  immediately   preceding   trading  date  of  such   securities

                  exchange,  as  published  in The Wall Street  Journal,  or, if

                  there was no trading of the Common Stock on such day, then the

                  composite  transactions  closing price for the Common Stock on

                  the last previous  trading date for which there was trading on

                  such exchange, as published in The Wall Street Journal; or

                                       7
<PAGE>

         (b)      If the Common  Stock is not  listed or  admitted  to  unlisted

                  trading privileges, fair market value shall be the mean of the

                  last  reported  bid and asked  prices of the  Common  Stock as

                  reported by the National Quotation Bureau, Inc. on the date in

                  question; or

         (c)      If the Common  Stock is not so listed or  admitted to unlisted

                  trading  privileges and bid and asked prices are not reported,

                  fair  market  value  shall be an  amount,  not less  than book

                  value,   determined  in  such  reasonable  manner  as  may  be

                  prescribed by the Board of Directors of the Company.


8.       Term of Options.
         ---------------
                  The term of each  option  shall not  exceed ten years from the

         date of grant. Except as provided in Paragraph 12 hereof, no option may

         be exercised at any time unless the holder  thereof is then an employee

         of the Company or of a subsidiary.  An employee  shall have none of the

         rights of a  shareholder  with respect to any of the shares  subject to

         option  until  such  shares  shall be issued to the  optionee  upon the

         exercise of said option.

                                       8
<PAGE>

9.       Method of Exercising Options.
         ----------------------------
                  Any option granted  hereunder may be exercised by the optionee

         by delivering to the Company at its main office (attention of the OCEO)

         written notice of the number of shares with respect to which the option

         rights are being exercised.  Payment in full of the purchase price plus

         the amount required to be withheld by the then current Internal Revenue

         Regulations  will be  required  before the  issuance  and  delivery  of

         certificates.


10.      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  Compensation

         Committee  in its  discretion  may specify  upon  granting  the option.

         Options may be exercised as follows:

         (a)      If the  price per  share of  Common  Stock  does not reach the

                  Vesting Acceleration Price, to the extent of 10% of the number

                  of shares covered thereby on and after the date of grant;  and

                  to the  extent  of an  additional  10%  on  each  January  1st

                  thereafter until fully vested;

                                       9
<PAGE>

         (b)      If the price per share of Common  Stock  reaches  the  Vesting

                  Acceleration  Price,  to the  extent  of 10% of the  number of

                  shares  covered by the option for each year that the  optionee

                  has been employed by the Company or any subsidiary; and

         (c)      If the  price per  share of  Common  Stock  does not reach the

                  Vesting  Acceleration Price and the optionee dies while in the

                  employ of the Company or any  subsidiary or is retired in good

                  standing  from the  employ of the  Company  or any  subsidiary

                  after attaining age 60 or as a result of disability  under the

                  then  established  rules of the Company or the subsidiary,  to

                  the  extent  of 10% of the  number of  shares  covered  by the

                  option for each year that the  optionee  was  employed  by the

                  Company or any subsidiary.


                  For purposes of this Paragraph 10, items (a), (b) and (c), the

         price per share of Common  Stock  shall be the  composite  transactions

         closing price for the Common Stock on the immediately preceding trading

         date,  as  published  in The Wall Street  Journal,  with respect to the

         national  securities  exchange  on which the Common  Stock is listed or

                                       10
<PAGE>

         admitted to unlisted trading  privileges.  Vesting  Acceleration  Price

         shall be a price established by the Compensation  Committee at the time

         of grant. The Vesting Acceleration Price shall be the higher of 100% of

         the book value per common share as of the most recent year end, or 150%

         of the  market  value at date of grant.  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. 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.


11.      Transferability of Options.
         --------------------------
                  Options shall not be  transferable  by the optionee  otherwise

         than by will or under the laws of descent and  distribution,  and shall

         be exercisable, during the optionee's lifetime, only by the optionee.


12.      Termination of Options Upon Severance of Employment.
         ---------------------------------------------------
                  Except as may be otherwise expressly provided herein,  options

         shall   terminate   immediately   upon   severance  of  the  employment

                                       11
<PAGE>

         relationship  between the Company and its subsidiaries and the optionee

         for any reason, for or without cause, other than death or retirement in

         good  standing  from the  employ of  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 optionee shall be determined by the  Compensation  Committee at

         the time thereof.

            (a)  Death.  In the event of the death of the  holder  of an  option

                 while in the employ of the Company or any subsidiary and before

                 the  date of  expiration  of  such option,  such  option  shall

                 terminate on the earlier of  such  date  of  expiration  or two

                 years  following  the date of such  death.  After the  death of

                 the  optionee,  the  optionee's executors,  administrators,  or

                 any person or persons to whom the  optionee's  option  may   be

                 transferred by will or by the laws of descent and  distribution

                 shall  have the right,  at any time prior to such  termination,

                 to exercise the option,  in whole or in part.

                                       12
<PAGE>

            (b)  Retirement.  If, before the date of  expiration  of the option,

                 the optionee  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 date of expiration or two (2)  years  after  the date of

                 such  retirement  in the  case  of  options  granted  prior  to

                 August 30,  2000,  and  four (4)  years after  the date of such

                 retirement  in the case of options granted  on or after  August

                 30,  2000.  In the event of such  retirement,  the option shall

                 be  exercisable prior to the  termination of such option to the

                 extent to which  the  optionee  was  entitled to exercise  such

                 option   immediately   prior  to  such  retirement  unless  the

                 provisions of Paragraph  10(c)  oncerning  accelerated  vesting

                 apply.  An  employment  relationship  between  the  Company and

                 the  optionee  shall be   deemed to exist  during any period in

                 which   the  optionee   is  employed  by  the  Company  or  any

                 subsidiary.  If the optionee  dies after  retirement  but prior

                                       13
<PAGE>

                 to the  expiration date of the optionee's  options,  the option

                 period  shall  not  be  extended  but  shall terminate  on  the

                 earlier of the date of expiration or two  years  after the date

                 of  retirement in the  case of  options granted prior to August

                 30, 2000,  and four (4) years after the date of such retirement

                 in the case of options  granted  on or after  August 30, 2000.


13.      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 optionee or the Company of any  provisions  of any law

         or regulation of any governmental authority. In addition, in connection

         with  the  Securities  Act of  1933  (as  now in  effect  or  hereafter

         amended),  upon  exercise  of any  option,  the  Company  shall  not be

         required to issue such shares  unless the  Compensation  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 said 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

                                       14
<PAGE>

         connection by the  Compensation  Committee shall be final,  binding and

         conclusive.  At the  request of the Company to enable it to comply with

         said 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  optionee'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 of 1933, 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 of 1933:

                           "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."

                                       15
<PAGE>

                  The  Company  may,  but  shall in no event  be  obligated  to,

         register any securities  covered hereby  pursuant to the Securities Act

         of 1933 (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.


14.      No Rights as Shareholder.
         ------------------------
                  No optionee shall have rights as a shareholder with respect to

         shares covered by the optionee's option until the date of issuance of a

         stock certificate for such shares; and, except as otherwise provided in

         Paragraph 3 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.


15.      Employment Obligation.
         ---------------------
                  The  granting of any option  shall not impose upon the Company

         any  obligation to employ or continue to employ any  optionee;  and the

         right of the  Company to  terminate  the  employment  of any officer or

                                       16
<PAGE>

         other  employee  shall not be  diminished  or affected by reason of the

         fact that an option has been granted to the optionee.


16.      Written Agreement.
         -----------------
                  Each option granted  hereunder  shall be embodied in a written

         option  agreement  which  shall be subject to the terms and  conditions

         prescribed above and shall be signed by the optionee and by a member of

         the  OCEO for and in the name and on  behalf  of the  Company.  Such an

         option   agreement   shall   contain  such  other   provisions  as  the

         Compensation Committee in their discretion shall deem advisable.


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  entitled to vote at a meeting duly held in accordance  with

         the  applicable  laws of Delaware.  It shall  terminate on May 31, 2002

         provided,  however,  that the Board of  Directors of the Company may at

         any time  amend,  suspend or  terminate  the Plan.  No  termination  or

         amendment  of the Plan may,  without the consent of the  individual  to

                                       17
<PAGE>
         whom any option shall have been theretofore  granted,  adversely affect

         the rights of such individual under such option.


         IN WITNESS  WHEREOF,  the Company has caused its  President  to execute

this Amended and Restated Plan this 22th day of March, 2001.



                                   OLD REPUBLIC INTERNATIONAL CORPORATION




                                   By:       /s/  A.C. Zucaro
                                      ------------------------------------
                                       A. C. Zucaro, President

ATTEST:


/s/ Spencer LeRoy III
- --------------------------

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-23
<SEQUENCE>4
<FILENAME>0004.txt
<DESCRIPTION>CONSENT OF INDEPENDENT ACCOUNTANTS
<TEXT>


                                                                  Exhibit 23(A)



                       CONSENT OF INDEPENDENT ACCOUNTANTS

We  hereby  consent  to the  incorporation  by  reference  in this  Registration
Statement  on Form S-8 of our  report  dated  March  14,  2001  relating  to the
financial   statements  and  financial   statement  schedules  of  Old  Republic
International   Corporation,   which  appears  in  Old  Republic   International
Corporation's Annual Report on Form 10-K for the year ended December 31, 2000.



                                                 /s/ PricewaterhouseCoopers LLP




Chicago, Illinois
April 2, 2001

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-24
<SEQUENCE>5
<FILENAME>0005.txt
<DESCRIPTION>BOARD OF DIRECTORS - POWERS OF ATTORNEY
<TEXT>



                                                                    Exhibit (24)



                                POWER OF ATTORNEY


                  KNOWN ALL MEN BY THESE PRESENTS, that the undersigned, being a
member of the Board of Directors of Old Republic  International  Corporation,  a
corporation  duly  organized  under the laws of the State of Delaware and having
its  principal  place of  business  in  Chicago,  Illinois,  does  hereby  make,
constitute,  and appoint A.C. Zucaro, President of the said corporation,  as his
true and lawful attorney, for him, and in his name, place, and stead to execute,
sign, acknowledge,  confirm or ratify all documents,  papers, forms, statements,
certificates and filings of any kind whatsoever required to be filed by the said
corporation with the Securities and Exchange Commission,  giving and granting to
said  attorney  full power and  authority  to do and  perform  all and every act
whatsoever  requisite  and  necessary  to be done in and about the  premises  as
fully,  to all  intents  and  purposes,  as he might  or could do if  personally
present,  with full power of substitution  and revocation,  hereby ratifying and
confirming all that said attorney or his  substitute  shall lawfully do or cause
to be done by virtue hereof.  The power of attorney aforesaid shall expire as of
the anniversary of the date shown below.

                  IN WITNESS WHEREOF,  the undersigned has hereunto set his hand
and seal this 22nd day of March, 2001.

                                          /s/ Harrington Bischof
                                      -----------------------------------------
                                              Harrington Bischof




WITNESS:

         /s/ Spencer LeRoy, III
- ------------------------------------


         /s/ Paul D. Adams
- ------------------------------------

<PAGE>

                                                                    Exhibit (24)



                                POWER OF ATTORNEY


                  KNOWN ALL MEN BY THESE PRESENTS, that the undersigned, being a
member of the Board of Directors of Old Republic  International  Corporation,  a
corporation  duly  organized  under the laws of the State of Delaware and having
its  principal  place of  business  in  Chicago,  Illinois,  does  hereby  make,
constitute,  and appoint A.C. Zucaro, President of the said corporation,  as his
true and lawful attorney, for him, and in his name, place, and stead to execute,
sign, acknowledge,  confirm or ratify all documents,  papers, forms, statements,
certificates and filings of any kind whatsoever required to be filed by the said
corporation with the Securities and Exchange Commission,  giving and granting to
said  attorney  full power and  authority  to do and  perform  all and every act
whatsoever  requisite  and  necessary  to be done in and about the  premises  as
fully,  to all  intents  and  purposes,  as he might  or could do if  personally
present,  with full power of substitution  and revocation,  hereby ratifying and
confirming all that said attorney or his  substitute  shall lawfully do or cause
to be done by virtue hereof.  The power of attorney aforesaid shall expire as of
the anniversary of the date shown below.

                  IN WITNESS WHEREOF,  the undersigned has hereunto set his hand
and seal this 22nd day of March, 2001.


                                           /s/ Anthony F. Colao
                                      -----------------------------------------
                                               Anthony F. Colao


WITNESS:

         /s/ Spencer LeRoy, III
- ------------------------------------


         /s/ Paul D. Adams
- ------------------------------------

<PAGE>

                                                                    Exhibit (24)



                                POWER OF ATTORNEY


                  KNOWN ALL MEN BY THESE PRESENTS, that the undersigned, being a
member of the Board of Directors of Old Republic  International  Corporation,  a
corporation  duly  organized  under the laws of the State of Delaware and having
its  principal  place of  business  in  Chicago,  Illinois,  does  hereby  make,
constitute,  and appoint A.C. Zucaro, President of the said corporation,  as his
true and lawful attorney, for him, and in his name, place, and stead to execute,
sign, acknowledge,  confirm or ratify all documents,  papers, forms, statements,
certificates and filings of any kind whatsoever required to be filed by the said
corporation with the Securities and Exchange Commission,  giving and granting to
said  attorney  full power and  authority  to do and  perform  all and every act
whatsoever  requisite  and  necessary  to be done in and about the  premises  as
fully,  to all  intents  and  purposes,  as he might  or could do if  personally
present,  with full power of substitution  and revocation,  hereby ratifying and
confirming all that said attorney or his  substitute  shall lawfully do or cause
to be done by virtue hereof.  The power of attorney aforesaid shall expire as of
the anniversary of the date shown below.

                  IN WITNESS WHEREOF,  the undersigned has hereunto set his hand
and seal this 22nd day of March, 2001.


                                          /s/ Jimmy A. Dew
                                      -----------------------------------------
                                              Jimmy A. Dew


WITNESS:

         /s/ Spencer LeRoy, III
- ------------------------------------


         /s/ Paul D. Adams
- ------------------------------------

<PAGE>

                                                                    Exhibit (24)



                                POWER OF ATTORNEY


                  KNOWN ALL MEN BY THESE PRESENTS, that the undersigned, being a
member of the Board of Directors of Old Republic  International  Corporation,  a
corporation  duly  organized  under the laws of the State of Delaware and having
its  principal  place of  business  in  Chicago,  Illinois,  does  hereby  make,
constitute,  and appoint A.C. Zucaro, President of the said corporation,  as his
true and lawful attorney, for him, and in his name, place, and stead to execute,
sign, acknowledge,  confirm or ratify all documents,  papers, forms, statements,
certificates and filings of any kind whatsoever required to be filed by the said
corporation with the Securities and Exchange Commission,  giving and granting to
said  attorney  full power and  authority  to do and  perform  all and every act
whatsoever  requisite  and  necessary  to be done in and about the  premises  as
fully,  to all  intents  and  purposes,  as he might  or could do if  personally
present,  with full power of substitution  and revocation,  hereby ratifying and
confirming all that said attorney or his  substitute  shall lawfully do or cause
to be done by virtue hereof.  The power of attorney aforesaid shall expire as of
the anniversary of the date shown below.

                  IN WITNESS WHEREOF,  the undersigned has hereunto set his hand
and seal this 22nd day of March, 2001.


                                          /s/ Kurt W. Kreyling
                                      -----------------------------------------
                                              Kurt W. Kreyling


WITNESS:

         /s/ Spencer LeRoy, III
- ------------------------------------


         /s/ Paul D. Adams
- ------------------------------------

<PAGE>

                                                                    Exhibit (24)



                                POWER OF ATTORNEY


                  KNOWN ALL MEN BY THESE PRESENTS, that the undersigned, being a
member of the Board of Directors of Old Republic  International  Corporation,  a
corporation  duly  organized  under the laws of the State of Delaware and having
its  principal  place of  business  in  Chicago,  Illinois,  does  hereby  make,
constitute,  and appoint A.C. Zucaro, President of the said corporation,  as his
true and lawful attorney, for him, and in his name, place, and stead to execute,
sign, acknowledge,  confirm or ratify all documents,  papers, forms, statements,
certificates and filings of any kind whatsoever required to be filed by the said
corporation with the Securities and Exchange Commission,  giving and granting to
said  attorney  full power and  authority  to do and  perform  all and every act
whatsoever  requisite  and  necessary  to be done in and about the  premises  as
fully,  to all  intents  and  purposes,  as he might  or could do if  personally
present,  with full power of substitution  and revocation,  hereby ratifying and
confirming all that said attorney or his  substitute  shall lawfully do or cause
to be done by virtue hereof.  The power of attorney aforesaid shall expire as of
the anniversary of the date shown below.

                  IN WITNESS WHEREOF,  the undersigned has hereunto set his hand
and seal this 22nd day of March, 2001.


                                            /s/ Peter Lardner
                                      -----------------------------------------
                                                Peter Lardner


WITNESS:

         /s/ Spencer LeRoy, III
- ------------------------------------


         /s/ Paul D. Adams
- ------------------------------------

<PAGE>

                                                                    Exhibit (24)



                                POWER OF ATTORNEY


                  KNOWN ALL MEN BY THESE PRESENTS, that the undersigned, being a
member of the Board of Directors of Old Republic  International  Corporation,  a
corporation  duly  organized  under the laws of the State of Delaware and having
its  principal  place of  business  in  Chicago,  Illinois,  does  hereby  make,
constitute,  and appoint A.C. Zucaro, President of the said corporation,  as his
true and lawful attorney, for him, and in his name, place, and stead to execute,
sign, acknowledge,  confirm or ratify all documents,  papers, forms, statements,
certificates and filings of any kind whatsoever required to be filed by the said
corporation with the Securities and Exchange Commission,  giving and granting to
said  attorney  full power and  authority  to do and  perform  all and every act
whatsoever  requisite  and  necessary  to be done in and about the  premises  as
fully,  to all  intents  and  purposes,  as he might  or could do if  personally
present,  with full power of substitution  and revocation,  hereby ratifying and
confirming all that said attorney or his  substitute  shall lawfully do or cause
to be done by virtue hereof.  The power of attorney aforesaid shall expire as of
the anniversary of the date shown below.

                  IN WITNESS WHEREOF,  the undersigned has hereunto set his hand
and seal this 22nd day of March, 2001.


                                           /s/ Wilbur S. Legg
                                      -----------------------------------------
                                               Wilbur S. Legg


WITNESS:

         /s/ Spencer LeRoy, III
- ------------------------------------


         /s/ Paul D. Adams
- ------------------------------------

<PAGE>

                                                                    Exhibit (24)



                                POWER OF ATTORNEY


                  KNOWN ALL MEN BY THESE PRESENTS, that the undersigned, being a
member of the Board of Directors of Old Republic  International  Corporation,  a
corporation  duly  organized  under the laws of the State of Delaware and having
its  principal  place of  business  in  Chicago,  Illinois,  does  hereby  make,
constitute,  and appoint A.C. Zucaro, President of the said corporation,  as his
true and lawful attorney, for him, and in his name, place, and stead to execute,
sign, acknowledge,  confirm or ratify all documents,  papers, forms, statements,
certificates and filings of any kind whatsoever required to be filed by the said
corporation with the Securities and Exchange Commission,  giving and granting to
said  attorney  full power and  authority  to do and  perform  all and every act
whatsoever  requisite  and  necessary  to be done in and about the  premises  as
fully,  to all  intents  and  purposes,  as he might  or could do if  personally
present,  with full power of substitution  and revocation,  hereby ratifying and
confirming all that said attorney or his  substitute  shall lawfully do or cause
to be done by virtue hereof.  The power of attorney aforesaid shall expire as of
the anniversary of the date shown below.

                  IN WITNESS WHEREOF,  the undersigned has hereunto set his hand
and seal this 22nd day of March, 2001.


                                          /s/ John W. Popp
                                      -----------------------------------------
                                              John W. Popp


WITNESS:

         /s/ Spencer LeRoy, III
- ------------------------------------


         /s/ Paul D. Adams
- ------------------------------------

<PAGE>

                                                                    Exhibit (24)



                                POWER OF ATTORNEY


                  KNOWN ALL MEN BY THESE PRESENTS, that the undersigned, being a
member of the Board of Directors of Old Republic  International  Corporation,  a
corporation  duly  organized  under the laws of the State of Delaware and having
its  principal  place of  business  in  Chicago,  Illinois,  does  hereby  make,
constitute,  and appoint A.C. Zucaro, President of the said corporation,  as his
true and lawful attorney, for him, and in his name, place, and stead to execute,
sign, acknowledge,  confirm or ratify all documents,  papers, forms, statements,
certificates and filings of any kind whatsoever required to be filed by the said
corporation with the Securities and Exchange Commission,  giving and granting to
said  attorney  full power and  authority  to do and  perform  all and every act
whatsoever  requisite  and  necessary  to be done in and about the  premises  as
fully,  to all  intents  and  purposes,  as he might  or could do if  personally
present,  with full power of substitution  and revocation,  hereby ratifying and
confirming all that said attorney or his  substitute  shall lawfully do or cause
to be done by virtue hereof.  The power of attorney aforesaid shall expire as of
the anniversary of the date shown below.

                  IN WITNESS WHEREOF,  the undersigned has hereunto set his hand
and seal this 22nd day of March, 2001.


                                          /s/ William A. Simpson
                                      -----------------------------------------
                                              William A. Simpson


WITNESS:

         /s/ Spencer LeRoy, III
- ------------------------------------


         /s/ Paul D. Adams
- ------------------------------------

<PAGE>

                                                                    Exhibit (24)



                                POWER OF ATTORNEY


                  KNOWN ALL MEN BY THESE PRESENTS, that the undersigned, being a
member of the Board of Directors of Old Republic  International  Corporation,  a
corporation  duly  organized  under the laws of the State of Delaware and having
its  principal  place of  business  in  Chicago,  Illinois,  does  hereby  make,
constitute,  and appoint A.C. Zucaro, President of the said corporation,  as his
true and lawful attorney, for him, and in his name, place, and stead to execute,
sign, acknowledge,  confirm or ratify all documents,  papers, forms, statements,
certificates and filings of any kind whatsoever required to be filed by the said
corporation with the Securities and Exchange Commission,  giving and granting to
said  attorney  full power and  authority  to do and  perform  all and every act
whatsoever  requisite  and  necessary  to be done in and about the  premises  as
fully,  to all  intents  and  purposes,  as he might  or could do if  personally
present,  with full power of substitution  and revocation,  hereby ratifying and
confirming all that said attorney or his  substitute  shall lawfully do or cause
to be done by virtue hereof.  The power of attorney aforesaid shall expire as of
the anniversary of the date shown below.

                  IN WITNESS WHEREOF,  the undersigned has hereunto set his hand
and seal this 22nd day of March, 2001.


                                          /s/ Arnold L. Steiner
                                      -----------------------------------------
                                              Arnold L. Steiner


WITNESS:

         /s/ Spencer LeRoy, III
- ------------------------------------


         /s/ Paul D. Adams
- ------------------------------------

<PAGE>

                                                                    Exhibit (24)



                                POWER OF ATTORNEY


                  KNOWN ALL MEN BY THESE PRESENTS, that the undersigned, being a
member of the Board of Directors of Old Republic  International  Corporation,  a
corporation  duly  organized  under the laws of the State of Delaware and having
its  principal  place of  business  in  Chicago,  Illinois,  does  hereby  make,
constitute,  and appoint A.C. Zucaro, President of the said corporation,  as his
true and lawful attorney, for him, and in his name, place, and stead to execute,
sign, acknowledge,  confirm or ratify all documents,  papers, forms, statements,
certificates and filings of any kind whatsoever required to be filed by the said
corporation with the Securities and Exchange Commission,  giving and granting to
said  attorney  full power and  authority  to do and  perform  all and every act
whatsoever  requisite  and  necessary  to be done in and about the  premises  as
fully,  to all  intents  and  purposes,  as he might  or could do if  personally
present,  with full power of substitution  and revocation,  hereby ratifying and
confirming all that said attorney or his  substitute  shall lawfully do or cause
to be done by virtue hereof.  The power of attorney aforesaid shall expire as of
the anniversary of the date shown below.

                  IN WITNESS WHEREOF,  the undersigned has hereunto set his hand
and seal this 22nd day of March, 2001.


                                               /s/ David Sursa
                                      -----------------------------------------
                                                   David Sursa


WITNESS:

         /s/ Spencer LeRoy, III
- ------------------------------------


         /s/ Paul D. Adams
- ------------------------------------

<PAGE>

                                                                    Exhibit (24)



                                POWER OF ATTORNEY


                  KNOWN ALL MEN BY THESE PRESENTS, that the undersigned, being a
member of the Board of Directors of Old Republic  International  Corporation,  a
corporation  duly  organized  under the laws of the State of Delaware and having
its  principal  place of  business  in  Chicago,  Illinois,  does  hereby  make,
constitute,  and appoint A.C. Zucaro, President of the said corporation,  as his
true and lawful attorney, for him, and in his name, place, and stead to execute,
sign, acknowledge,  confirm or ratify all documents,  papers, forms, statements,
certificates and filings of any kind whatsoever required to be filed by the said
corporation with the Securities and Exchange Commission,  giving and granting to
said  attorney  full power and  authority  to do and  perform  all and every act
whatsoever  requisite  and  necessary  to be done in and about the  premises  as
fully,  to all  intents  and  purposes,  as he might  or could do if  personally
present,  with full power of substitution  and revocation,  hereby ratifying and
confirming all that said attorney or his  substitute  shall lawfully do or cause
to be done by virtue hereof.  The power of attorney aforesaid shall expire as of
the anniversary of the date shown below.

                  IN WITNESS WHEREOF,  the undersigned has hereunto set his hand
and seal this 22nd day of March, 2001.


                                               /s/ William G. White, Jr.
                                      -----------------------------------------
                                                   William G. White, Jr.


</TEXT>
</DOCUMENT>
</SEC-DOCUMENT>
-----END PRIVACY-ENHANCED MESSAGE-----
