OLD REPUBLIC INTERNATIONAL CORPORATION
               Proxy Solicited on Behalf of the Board of Directors
P
R
O
X The  undersigned  hereby  appoints  JOHN S. ADAMS, SPENCER LEROY III and A. C.
Y ZUCARO or any one of them (with full power of substitution  in each) the proxy
  or proxies of the undersigned  to vote, as designated below, all shares of Old
  Republic  International  Corporation  Common Stock  that  the  undersigned  is
  entitled to vote at the annual meeting of the shareholders  to be held in Room
  2300  at  the offices of  Old Republic  International  Corporation, 307  North
  Michigan  Avenue, Chicago, Illinois  60601, on  May  24, 2002,  at  3:00 P.M.,
  Chicago Time, or at any adjournment thereof.

      Election of four Class 3 Directors.  Nominees:

         Peter Lardner, William A. Simpson, Arnold L. Steiner and Aldo C. Zucaro

  This proxy is revocable at any time before it is exercised.

  This proxy when properly executed will be voted in the manner directed  herein
  by the undersigned shareholder. If no  direction is made, this  proxy will  be
  voted FOR proposal 1 and 2, AGAINST  proposal 3 and in  the proxy's discretion
  upon  such  other  business  as  may  properly come before the  meeting or any
  adjournment thereof.

                        (continued, and to be signed and dated, on reverse side)
   _
  |_| Please mark your votes as in this example

      This proxy when properly executed will be voted in the manner
      directed herein by the undersigned shareholder. If no direction
      is made, the proxy will be voted FOR proposal 1 and 2, and
      AGAINST proposal 3.

      ==============================================================
      The Board of Directors recommends a vote FOR Proposal 1 and 2,
      and AGAINST Proposal 3.
      ==============================================================



                                    FOR         WITHHELD
                                     _              _
1. Election of Directors            |_|            |_|


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For, except vote withheld from thef ollowing nominee(s):


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(The Board of directors recommends a vote FOR the
 election of Directors)



                                                       FOR   AGAINST   ABSTAIN
2. Approval of the 2002 Old Reublic International       _       _         _
   Corporation Non-Qualified Stock Option Plan         |_|     |_|       |_|
   (The Board of Directors recommends a vote FOR this proposal)

                                                       FOR   AGAINST   ABSTAIN
3. The shareholder Proposal regarding the               _       _         _
   appointment of at lease one woman director          |_|     |_|       |_|
   (The Board of Directors recommends a vote AGAINST this proposal)


4. In their discretion upon such other business as may
   properly come before the meeting or any adjournment
   thereof.

Please sign exactly as your name or names appears herein.

Joint owners should each sign personally. If signing in
fiduciary or representative capacity, give full title as such.


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