-----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, CGiUkTkMLa4dtk6/GV0Z2eDJDJn9Mfit5daJNJHRSwRCz7uF45/MTqEtzQnqpqZO L/lwgFW6LE0Hj2ZXtmCYZw== 0000038777-10-000125.txt : 20100204 0000038777-10-000125.hdr.sgml : 20100204 20100204111102 ACCESSION NUMBER: 0000038777-10-000125 CONFORMED SUBMISSION TYPE: SC 13G/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20100204 DATE AS OF CHANGE: 20100204 SUBJECT COMPANY: 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: SC 13G/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-03156 FILM NUMBER: 10572973 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 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: FRANKLIN RESOURCES INC CENTRAL INDEX KEY: 0000038777 STANDARD INDUSTRIAL CLASSIFICATION: INVESTMENT ADVICE [6282] IRS NUMBER: 132670991 STATE OF INCORPORATION: DE FISCAL YEAR END: 0930 FILING VALUES: FORM TYPE: SC 13G/A BUSINESS ADDRESS: STREET 1: ONE FRANKLIN PARKWAY STREET 2: BUILDING 920 CITY: SAN MATEO STATE: CA ZIP: 94403 BUSINESS PHONE: 650-312-2000 MAIL ADDRESS: STREET 1: FRANKLIN RESOURCES INC STREET 2: ONE FRANKLIN PARKWAY CITY: SAN MATEO STATE: CA ZIP: 94403 SC 13G/A 1 oldr09a6.htm OLDR09A6

 

 

CUSIP NO.

680223104

13G

Page 1 of 14

 

 

 

UNITED STATES

 

SECURITIES AND EXCHANGE COMMISSION

 

Washington, D.C. 20549

 

 

SCHEDULE 13G

 

 

Under the Securities Exchange Act of 1934

 

(Amendment No. 6)*

 

 

OLD REPUBLIC INTERNATIONAL CORPORATION

 

(Name of Issuer)

 

 

Common Stock / $1 par value

 

(Title of Class of Securities)

 

 

680223104

 

(CUSIP Number)

 

 

December 31, 2009

 

 

(Date of Event Which Requires Filing of this Statement)

 

 

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

 

 

x

Rule 13d-1(b)

 

o

Rule 13d-1(c)

 

o

Rule 13d-1(d)

 

 

*The remainder of this cover page shall be filled out for a reporting person's initial

 

filing on this form with respect to the subject class of securities, and for any

 

subsequent amendment containing information which would alter the disclosures provided in

 

a prior cover page.

 

 

The information required in the remainder of this cover page shall not be deemed to be

 

"filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or

 

otherwise subject to the liabilities of that section of the Act but shall be subject to

 

all other provisions of the Act (however, see the Notes).

 

 


 

CUSIP NO.

680223104

13G

Page 2 of 14

 

 

 

1.

NAMES OF REPORTING PERSONS.

 

 

Franklin Resources, Inc.

 

 

2.

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

 

 

(a)

 

(b)

X

 

 

3.

SEC USE ONLY

 

 

4.

CITIZENSHIP OR PLACE OF ORGANIZATION

 

 

Delaware

 

 

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:

 

 

5.

SOLE VOTING POWER

 

 

(See Item 4)

 

 

6.

SHARED VOTING POWER

 

 

(See Item 4)

 

 

7.

SOLE DISPOSITIVE POWER

 

 

(See Item 4)

 

 

8.

SHARED DISPOSITIVE POWER

 

 

(See Item 4)

 

 

9.

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

 

19,378,056

 

 

10.

CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES

 

CERTAIN SHARES o

 

 

11.

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

 

 

8.1%

 

 

12.

TYPE OF REPORTING PERSON

 

 

HC, CO (See Item 4)

 

 


 

CUSIP NO.

680223104

13G

Page 3 of 14

 

 

 

1.

NAMES OF REPORTING PERSONS.

 

 

Charles B. Johnson

 

 

2.

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

 

 

(a)

 

(b)

X

 

 

3.

SEC USE ONLY

 

 

4.

CITIZENSHIP OR PLACE OF ORGANIZATION

 

 

USA

 

 

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:

 

 

5.

SOLE VOTING POWER

 

 

(See Item 4)

 

 

6.

SHARED VOTING POWER

 

 

(See Item 4)

 

 

7.

SOLE DISPOSITIVE POWER

 

 

(See Item 4)

 

 

8.

SHARED DISPOSITIVE POWER

 

 

(See Item 4)

 

 

9.

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

 

19,378,056

 

 

10.

CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES

 

CERTAIN SHARES o

 

 

11.

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

 

 

8.1%

 

 

12.

TYPE OF REPORTING PERSON

 

 

HC, IN (See Item 4)

 

 


 

CUSIP NO.

680223104

13G

Page 4 of 14

 

 

 

1.

NAMES OF REPORTING PERSONS.

 

 

Rupert H. Johnson, Jr.

 

 

2.

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

 

 

(a)

 

(b)

X

 

 

3.

SEC USE ONLY

 

 

4.

CITIZENSHIP OR PLACE OF ORGANIZATION

 

 

USA

 

 

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:

 

 

5.

SOLE VOTING POWER

 

 

(See Item 4)

 

 

6.

SHARED VOTING POWER

 

 

(See Item 4)

 

 

7.

SOLE DISPOSITIVE POWER

 

 

(See Item 4)

 

 

8.

SHARED DISPOSITIVE POWER

 

 

(See Item 4)

 

 

9.

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

 

19,378,056

 

 

10.

CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES

 

CERTAIN SHARES o

 

 

11.

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

 

 

8.1%

 

 

12.

TYPE OF REPORTING PERSON

 

 

HC, IN (See Item 4)

 

 


 

CUSIP NO.

680223104

13G

Page 5 of 14

 

 

 

1.

NAMES OF REPORTING PERSONS.

 

 

Franklin Advisory Services, LLC

 

 

2.

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

 

 

(a)

 

(b)

X

 

3.

SEC USE ONLY

 

 

4.

CITIZENSHIP OR PLACE OF ORGANIZATION

 

 

Delaware

 

 

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:

 

 

5.

SOLE VOTING POWER

 

 

18,270,832

 

 

6.

SHARED VOTING POWER

 

 

0

 

 

7.

SOLE DISPOSITIVE POWER

 

 

18,457,432

 

8.

SHARED DISPOSITIVE POWER

 

 

0

 

 

9.

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

 

18,457,432

 

 

10.

CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES

 

CERTAIN SHARES o

 

 

11.

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

 

 

7.7%

 

 

12.

TYPE OF REPORTING PERSON

 

 

IA, OO (See Item 4)

 

 


 

CUSIP NO.

680223104

13G

Page 6 of 14

 

 

 

Item 1.

 

 

(a)

Name of Issuer

 

 

OLD REPUBLIC INTERNATIONAL CORPORATION

 

 

(b)

Address of Issuer's Principal Executive Offices

 

 

307 North Michigan Avenue

 

Chicago, IL 60601

 

 

 

Item 2.

 

 

(a)

Name of Person Filing

 

 

(i):

Franklin Resources, Inc.

 

 

(ii):

Charles B. Johnson

 

 

(iii):

Rupert H. Johnson, Jr.

 

 

(iv):

Franklin Advisory Services, LLC

 

 

(b)

Address of Principal Business Office or, if none, Residence

 

 

(i), (ii), and (iii):

 

One Franklin Parkway

 

San Mateo, CA 94403-1906

 

 

(iv):

One Parker Plaza, Ninth Floor

 

Fort Lee, NJ 07024-2938

 

 

(c)

Citizenship

 

 

(i):

Delaware

 

(ii) and (iii): USA

 

(iv):

Delaware

 

 

(d)

Title of Class of Securities

 

 

Common Stock / $1 par value

 

 

(e)

CUSIP Number

 

 

680223104

 

 


 

CUSIP NO.

680223104

13G

Page 7 of 14

 

 

 

Item 3.

If this statement is filed pursuant to §§240.13d-1(b) or 240.13d-2(b) or (c),

 

check whether the person filing is a:

 

(a)

o Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o).

 

 

(b)

o Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c).

 

(c)

o Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C.

 

78c).

 

(d)

o Investment company registered under section 8 of the Investment Company

 

Act of 1940 (15 U.S.C 80a-8).

 

 

(e)

x An investment adviser in accordance with §240.13d-1(b)(1)(ii)(E);

 

 

(f)

o An employee benefit plan or endowment fund in accordance with

 

§240.13d-1(b)(1)(ii)(F);

 

(g)

x A parent holding company or control person in accordance with

 

§240.13d-1(b)(1)(ii)(G);

 

(h)

o A savings associations as defined in Section 3(b) of the Federal Deposit

 

Insurance Act (12 U.S.C. 1813);

 

(i)

o A church plan that is excluded from the definition of an investment

 

company under section 3(c)(14) of the Investment Company Act of 1940 (15

 

U.S.C. 80a-3);

 

 

(j)

o A non-U.S. institution in accordance with §240.13d-1(b)(ii)(J);

 

 

(k)

o Group, in accordance with §240.13d 1(b)(1)(ii)(K).

 

 

If filing as a non-U.S. institution in accordance with §240.13d-1(b)(1)(ii)(J), please

 

specify the type of institution:

 

 

Item 4.

Ownership

 

 

The securities reported herein (the “Securities”) are beneficially owned by one or

 

more open- or closed-end investment companies or other managed accounts that are

 

investment management clients of investment managers that are direct and indirect

 

subsidiaries (each, an “Investment Management Subsidiary” and, collectively, the

 

“Investment Management Subsidiaries”) of Franklin Resources, Inc. (“FRI”), including

 

the Investment Management Subsidiaries listed in Item 7. Investment management

 

contracts grant to the Investment Management Subsidiaries all investment and/or

 

voting power over the securities owned by such investment management clients, unless

 

otherwise noted in this Item 4. Therefore, for purposes of Rule 13d-3 under the Act,

 

the Investment Management Subsidiaries may be deemed to be the beneficial owners of

 

the Securities.

 

 

Beneficial ownership by Investment Management Subsidiaries and other affiliates of

 

FRI is being reported in conformity with the guidelines articulated by the SEC staff

 

in Release No. 34-39538 (January 12, 1998) relating to organizations, such as FRI,

 

where related entities exercise voting and investment powers over the securities

 

being reported independently from each other. The voting and investment powers held

 

by Franklin Mutual Advisers, LLC (“FMA”), an indirect wholly-owned Investment

 

Management Subsidiary, are exercised independently from FRI and from all other

 

Investment Management Subsidiaries (FRI, its affiliates and the Investment Management

 

Subsidiaries other than FMA are collectively, “FRI affiliates”). Furthermore,

 

internal policies and procedures of FMA and FRI establish informational barriers that

 

prevent the flow between FMA and the FRI affiliates of information that relates to

 

the voting and investment powers over the securities owned by their respective

 

investment management clients. Consequently, FMA and the FRI affiliates report the

 

securities over which they hold investment and voting power separately from each

 

other for purposes of Section 13 of the Act.

 

 


 

CUSIP NO.

680223104

13G

Page 8 of 14

 

 

Charles B. Johnson and Rupert H. Johnson, Jr. (the “Principal Shareholders”) each own

 

in excess of 10% of the outstanding common stock of FRI and are the principal

 

stockholders of FRI. FRI and the Principal Shareholders may be deemed to be, for

 

purposes of Rule 13d-3 under the Act, the beneficial owners of securities held by

 

persons and entities for whom or for which FRI subsidiaries provide investment

 

management services. The number of shares that may be deemed to be beneficially

 

owned and the percentage of the class of which such shares are a part are reported in

 

Items 9 and 11 of the cover pages for FRI and each of the Principal Shareholders.

 

FRI, the Principal Shareholders and each of the Investment Management Subsidiaries

 

disclaim any pecuniary interest in any of the Securities. In addition, the filing of

 

this Schedule 13G on behalf of the Principal Shareholders, FRI and FRI affiliates, as

 

applicable, should not be construed as an admission that any of them is, and each of

 

them disclaims that it is, the beneficial owner, as defined in Rule 13d-3, of any of

 

the Securities.

 

 

FRI, the Principal Shareholders, and each of the Investment Management Subsidiaries

 

believe that they are not a “group” within the meaning of Rule 13d-5 under the Act

 

and that they are not otherwise required to attribute to each other the beneficial

 

ownership of the Securities held by any of them or by any persons or entities for

 

whom or for which the Investment Management Subsidiaries provide investment

 

management services.

 

 

(a)

Amount beneficially owned:

 

 

19,378,056

 

 

(b)

Percent of class:

 

 

8.1%

 

 

(c)

Number of shares as to which the person has:

 

 

(i)

Sole power to vote or to direct the vote

 

 

Franklin Resources, Inc.:

0

 

 

Charles B. Johnson:

0

 

 

Rupert H. Johnson, Jr.:

0

 

 

Franklin Advisory Services, LLC:

18,270,832

 

                                                 Franklin Templeton Portfolio Advisors, Inc.1:                                                                                   920,539

 

 

(ii)

Shared power to vote or to direct the vote

 

0

 

 

(iii)

Sole power to dispose or to direct the disposition of

 

 

Franklin Resources, Inc.:

0

 

 

Charles B. Johnson:

0

 

 

Rupert H. Johnson, Jr.:

0

 

 

Franklin Advisory Services, LLC:

18,457,432

 

 

Franklin Templeton Portfolio Advisors, Inc.:

920,539

 

 

(iv)

Shared power to dispose or to direct the disposition of 2

 

 


 

Franklin Templeton Portfolio Advisors, Inc.:

85

 

 

 

CUSIP NO.

680223104

13G

Page 9 of 14

 

 

Item 5.

Ownership of Five Percent or Less of a Class

 

 

If this statement is being filed to report the fact that as of the date

 

hereof the reporting person has ceased to be the beneficial owner of more

 

than five percent of the class of securities, check the following o.

 

 

Item 6.

Ownership of More than Five Percent on Behalf of Another Person

 

 

The clients of the Investment Management Subsidiaries, including investment

 

companies registered under the Investment Company Act of 1940 and other

 

managed accounts, have the right to receive or power to direct the receipt of

 

dividends from, and the proceeds from the sale of, the Securities.

 

 

 

Item 7.

Identification and Classification of the Subsidiary Which Acquired the

 

Security Being Reported on By the Parent Holding Company

 

 

See Attached Exhibit C

 

 

Item 8.

Identification and Classification of Members of the Group

 

 

Not Applicable

 

 

Item 9.

Notice of Dissolution of Group

 

 

Not Applicable

 

 


 

CUSIP NO.

680223104

13G

Page 10 of 14

 

 

Item 10.

Certification

 

By signing below I certify that, to the best of my knowledge and belief, the

 

securities referred to above were acquired and are held in the ordinary course of

 

business and were not acquired and are not held for the purpose of or with the effect

 

of changing or influencing the control of the issuer of the securities and were not

 

acquired and are not held in connection with or as a participant in any transaction

 

having that purpose or effect.

 

 

Exhibits

 

Exhibit A Joint Filing Agreement

 

Exhibit B Limited Powers of Attorney for Section 13 Reporting Obligations

 

Exhibit C Item 7 Identification and Classification of Subsidiaries

 

 

SIGNATURE

 

 

After reasonable inquiry and to the best of my knowledge and belief, I certify that

 

the information set forth in this statement is true, complete and correct.

 

 

Dated:

February 1, 2010

 

 

Franklin Resources, Inc.

 

 

Charles B. Johnson

 

 

Rupert H. Johnson, Jr.

 

 

                                

 

 

 

By:

/s/ROBERT C. ROSSELOT

 

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

 

Robert C. Rosselot

 

Assistant Secretary of Franklin Resources, Inc.

 

 

Attorney-in-Fact for Charles B. Johnson pursuant to Power of Attorney

 

attached to this Schedule 13G

 

 

Attorney-in-Fact for Rupert H. Johnson, Jr. pursuant to Power of Attorney

 

attached to this Schedule 13G

 

 

 

Franklin Advisory Services, LLC

 

 

 

By:

/s/STEVEN J. GRAY

 

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

 

Steven J. Gray

 

Assistant Secretary of Franklin Advisory Services, LLC

 

 


 

CUSIP NO.

680223104

13G

Page 11 of 14

 

 

EXHIBIT A

 

 

JOINT FILING AGREEMENT

 

 

In accordance with Rule 13d-1(k) under the Securities Exchange Act of 1934, as

 

amended, the undersigned hereby agree to the joint filing with each other of the

 

attached statement on Schedule 13G and to all amendments to such statement and that

 

such statement and all amendments to such statement are made on behalf of each of

 

them.

 

IN WITNESS WHEREOF, the undersigned have executed this agreement on

 

February 1, 2010.

 

 

Franklin Resources, Inc.

 

 

Charles B. Johnson

 

 

Rupert H. Johnson, Jr.

 

 

                                

 

 

 

By:

/s/ROBERT C. ROSSELOT

 

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

 

Robert C. Rosselot

 

Assistant Secretary of Franklin Resources, Inc.

 

 

Attorney-in-Fact for Charles B. Johnson pursuant to Power of Attorney

 

attached to this Schedule 13G

 

 

Attorney-in-Fact for Rupert H. Johnson, Jr. pursuant to Power of Attorney

 

attached to this Schedule 13G

 

 

 

Franklin Advisory Services, LLC

 

 

 

By:

/s/STEVEN J. GRAY

 

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

 

Steven J. Gray

 

Assistant Secretary of Franklin Advisory Services, LLC

 

 


 

CUSIP NO.

680223104

13G

Page 12 of 14

 

 

 

EXHIBIT B

 

 

LIMITED POWER OF ATTORNEY

 

FOR

 

SECTION 13 REPORTING OBLIGATIONS

 

 

Know all by these presents, that the undersigned hereby makes, constitutes

 

and appoints each of Robert Rosselot and Maria Gray, each acting individually, as the

 

undersigned’s true and lawful attorney-in-fact, with full power and authority as

 

hereinafter described on behalf of and in the name, place and stead of the

 

undersigned to:

 

 

(1)

prepare, execute, acknowledge, deliver and file Schedules 13D and 13G

 

(including any amendments thereto or any related documentation) with the United

 

States Securities and Exchange Commission, any national securities exchanges and

 

Franklin Resources, Inc., a Delaware corporation (the “Reporting Entity”), as

 

considered necessary or advisable under Section 13 of the Securities Exchange Act of

 

1934 and the rules and regulations promulgated thereunder, as amended from time to

 

time (the “Exchange Act”); and

 

 

(2)

perform any and all other acts which in the discretion of such

 

attorney-in-fact are necessary or desirable for and on behalf of the undersigned in

 

connection with the foregoing.

 

 

The undersigned acknowledges that:

 

 

(1)

this Limited Power of Attorney authorizes, but does not require, each such

 

attorney-in-fact to act in their discretion on information provided to such

 

attorney-in-fact without independent verification of such information;

 

(2)

any documents prepared and/or executed by either such attorney-in-fact on

 

behalf of the undersigned pursuant to this Limited Power of Attorney will be in such

 

form and will contain such information and disclosure as such attorney-in-fact, in

 

his or her discretion, deems necessary or desirable;

 

(3)

neither the Reporting Entity nor either of such attorneys-in-fact assumes (i)

 

any liability for the undersigned’s responsibility to comply with the requirements of

 

the Exchange Act or (ii) any liability of the undersigned for any failure to comply

 

with such requirements; and

 

(4)

this Limited Power of Attorney does not relieve the undersigned from

 

responsibility for compliance with the undersigned’s obligations under the Exchange

 

Act, including without limitation the reporting requirements under Section 13 of the

 

Exchange Act.

 

The undersigned hereby gives and grants each of the foregoing attorneys-in-fact

 

full power and authority to do and perform all and every act and thing whatsoever

 

requisite, necessary or appropriate to be done in and about the foregoing matters as

 

fully to all intents and purposes as the undersigned might or could do if present,

 

hereby ratifying all that each such attorney-in-fact of, for and on behalf of the

 

undersigned, shall lawfully do or cause to be done by virtue of this Limited Power of

 

Attorney.

 

 

This Limited Power of Attorney shall remain in full force and effect until revoked

 

by the undersigned in a signed writing delivered to each such attorney-in-fact.

 

 

IN WITNESS WHEREOF, the undersigned has caused this Limited Power of Attorney to be

 

executed as of this

30th

day of

April

, 2007

 

 

/s/Charles B. Johnson

 

Signature

 

 

Charles B. Johnson

 

Print Name

 


 

CUSIP NO.

680223104

13G

Page 13 of 14

 

 

 

LIMITED POWER OF ATTORNEY

 

FOR

 

SECTION 13 REPORTING OBLIGATIONS

 

 

Know all by these presents, that the undersigned hereby makes, constitutes

 

and appoints each of Robert Rosselot and Maria Gray, each acting individually, as the

 

undersigned’s true and lawful attorney-in-fact, with full power and authority as

 

hereinafter described on behalf of and in the name, place and stead of the

 

undersigned to:

 

 

(1)

prepare, execute, acknowledge, deliver and file Schedules 13D and 13G

 

(including any amendments thereto or any related documentation) with the United

 

States Securities and Exchange Commission, any national securities exchanges and

 

Franklin Resources, Inc., a Delaware corporation (the “Reporting Entity”), as

 

considered necessary or advisable under Section 13 of the Securities Exchange Act of

 

1934 and the rules and regulations promulgated thereunder, as amended from time to

 

time (the “Exchange Act”); and

 

 

(2)

perform any and all other acts which in the discretion of such

 

attorney-in-fact are necessary or desirable for and on behalf of the undersigned in

 

connection with the foregoing.

 

 

The undersigned acknowledges that:

 

 

(1)

this Limited Power of Attorney authorizes, but does not require, each such

 

attorney-in-fact to act in their discretion on information provided to such

 

attorney-in-fact without independent verification of such information;

 

(2)

any documents prepared and/or executed by either such attorney-in-fact on

 

behalf of the undersigned pursuant to this Limited Power of Attorney will be in such

 

form and will contain such information and disclosure as such attorney-in-fact, in

 

his or her discretion, deems necessary or desirable;

 

(3)

neither the Reporting Entity nor either of such attorneys-in-fact assumes (i)

 

any liability for the undersigned’s responsibility to comply with the requirements of

 

the Exchange Act or (ii) any liability of the undersigned for any failure to comply

 

with such requirements; and

 

(4)

this Limited Power of Attorney does not relieve the undersigned from

 

responsibility for compliance with the undersigned’s obligations under the Exchange

 

Act, including without limitation the reporting requirements under Section 13 of the

 

Exchange Act.

 

 

The undersigned hereby gives and grants each of the foregoing attorneys-in-fact

 

full power and authority to do and perform all and every act and thing whatsoever

 

requisite, necessary or appropriate to be done in and about the foregoing matters as

 

fully to all intents and purposes as the undersigned might or could do if present,

 

hereby ratifying all that each such attorney-in-fact of, for and on behalf of the

 

undersigned, shall lawfully do or cause to be done by virtue of this Limited Power of

 

Attorney.

 

 

This Limited Power of Attorney shall remain in full force and effect until revoked

 

by the undersigned in a signed writing delivered to each such attorney-in-fact.

 

 

IN WITNESS WHEREOF, the undersigned has caused this Limited Power of Attorney to be

 

executed as of this

25th

day of

April

, 2007

 

 

/s/ Rupert H. Johnson, Jr.

 

Signature

 

 

Rupert H. Johnson, Jr.

 

Print Name

 


 

CUSIP NO.

680223104

13G

Page 14 of 14

 

 

EXHIBIT C

 

 

Franklin Advisory Services, LLC

Item 3 Classification: 3(e)

 

 

Franklin Templeton Portfolio Advisors, Inc.

Item 3 Classification: 3(e)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Footnotes to Schedule 13G

_________________________

Franklin Templeton Portfolio Advisors, Inc. (“FTPA”) may beneficially own these

securities pursuant to various separately managed account investment management

arrangements. Under these arrangements, underlying clients may, from time to time,

delegate to FTPA the power to vote such securities, in which case FTPA has sole voting

power. To the extent that the underlying client retains voting power over any

securities, FTPA disclaims any power to vote or direct the vote of such securities.

One of the investment management contracts that relates to these securities provides

that the applicable FRI affiliate share investment power over the securities held in

the client’s account with another unaffiliated entity. The issuer's securities held

in such account are less than 5% of the outstanding shares of the class. In

addition, FRI does not believe that such contract causes such client or unaffiliated

entity to be part of a group with FRI or any FRI affiliate within the meaning of Rule

13d-5 under the Act.

 

 

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