10-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-K

X     ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

(FEE REQUIRED)

For the fiscal year ended:  December 31, 2010  OR

_      TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

(NO FEE REQUIRED)

For the transition period from  ______________________________ to ______________________________

Commission File Number: 001-10607

OLD REPUBLIC INTERNATIONAL CORPORATION

(Exact name of registrant as specified in its charter)

Delaware	No. 36-2678171
(State or other jurisdiction of	(IRS Employer Identification No.)
incorporation or organization)
307 North Michigan Avenue, Chicago, Illinois	60601
(Address of principal executive office)	(Zip Code)

Registrant's telephone number, including area code: 312-346-8100

Securities registered pursuant to Section 12(b) of the Act:

Title of each class Name of Each Exchange on Which Registered

Common Stock/$1 par value New York Stock Exchange

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes: X/ No:

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes: _/ No:X

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports) and (2) has been subject to such filing requirements for the past 90 days. Yes: X/ No:

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T during the preceding12months(orforsuchshorterperiodthattheregistrantwasrequiredtosubmitandpostsuchfiles).Yes: X/No:_

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of registrant's knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. ¨

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, or a non-accelerated filer. See definition of "accelerated filer and large accelerated filer" in Rule 12b-2 of the Exchange Act. (Check one).

Large accelerated filer x	Accelerated filer ¨
Non-accelerated filer ¨	Smaller reporting company ¨

Indicate by check mark whether the registrant is a shell company (as defined in Exchange Act Rule 12b-2). Yes:  / No:X

The aggregate fair value of the registrant's voting Common Stock held by non-affiliates of the registrant (assuming, for purposes of this calculation only, that the registrant’s directors and executive officers, the registrant’s various employee benefit plans and American Business & Personal Insurance Mutual, Inc. and its subsidiaries are all affiliates of the registrant), based on the closing sale price of the registrant’s common stock on June 30, 2010, the last day of the registrant’s most recently completed second fiscal quarter, was $2,631,503,428.

The registrant had 259,249,515 shares of Common Stock outstanding as of January 31, 2011.

Documents incorporated by reference:

The following documents are incorporated by reference into that part of this Form 10-K designated to the right of the document title.

Title Proxy statement for the 2011 Annual Meeting of Shareholders Exhibits as specified in exhibit index (page 109) Part III, Items 10, 11, 12, 13 and 14 IV, Item 15

There are 110 pages in this report

PART I

Item 1 - Business

(a) General Description of Business. Old Republic International Corporation is a Chicago based holding company engaged in the single business of insurance underwriting. It conducts its operations through a number of regulated insurance company subsidiaries organized into three major segments, namely, it’s General (property and liability insurance), Mortgage Guaranty, and Title Insurance Groups. References herein to such groups apply to the Company's subsidiaries engaged in these respective segments of business. The results of a small life and health insurance business are included within the corporate and other caption of this report. "Old Republic" or "the Company" refers to Old Republic International Corporation and its subsidiaries as the context requires.

The insurance business is distinguished from most others in that the prices (premiums) charged for various insurance products are set without certainty of the ultimate benefit and claim costs that will emerge or be incurred, often many years after issuance and expiration of a policy. This basic fact casts Old Republic as a risk-taking enterprise managed for the long run. Management therefore conducts the business with a primary focus on achieving favorable underwriting results over cycles, and on the maintenance of financial soundness in support of its subsidiaries’ long-term obligations to insurance beneficiaries. To achieve these objectives, adherence to certain basic insurance risk management principles is stressed, and asset diversification and quality are emphasized. The underwriting principles encompass:

• Disciplined risk selection, evaluation, and pricing to reduce uncertainty and adverse selection;

• Augmenting the predictability of expected outcomes through insurance of the largest number of homogeneous risks as to each type of coverage;

• Reducing the insurance portfolio risk profile through:

• diversification and spread of insured risks; and

• assimilation of uncorrelated asset and liability exposures across economic sectors that tend to offset or counterbalance one another; and

• Effectively managing gross and net limits of liability through appropriate use of reinsurance.

In addition to income arising from Old Republic’s basic underwriting and related services functions, significant investment income is earned from invested funds generated by those functions and from shareholders’ capital. Investment management aims for stability of income from interest and dividends, protection of capital, and sufficient liquidity to meet insurance underwriting and other obligations as they become payable in the future. Securities trading and the realization of capital gains are not objectives. The investment philosophy is therefore best characterized as emphasizing value, credit quality, and relatively long-term holding periods. The Company’s ability to hold both fixed maturity and equity securities for long periods of time is in turn enabled by the scheduling of maturities in contemplation of an ap propriate matching of assets and liabilities.

In light of the above factors, the Company’s affairs are necessarily managed for the long-run and without significant regard to the arbitrary strictures of quarterly or even annual reporting periods that American industry must observe. In Old Republic’s view, such short reporting time frames do not comport well with the long-term nature of much of its business. Management believes that the Company’s operating results and financial condition can best be evaluated by observing underwriting and overall operating performance trends over succeeding five to ten year intervals. Such extended periods can encompass one or two economic and/or underwriting cycles, and can thereby provide appropriate time frames for such cycles to run their course and for reserved claim costs to be quantified with greater finality and effect.

Effective October 1, 2010, Old Republic acquired PMA Capital Corporation ("PMA"), an insurance holding company with interests in the commercial property and liability insurance field.  The consideration transferred of $247.2 million included the issuance of 17,754,047 Old Republic common shares and the replacement value of PMA stock options. The financial statements and other data in this report include PMA's results of operations for the final quarter of 2010 and its assets and liabilities as of December 31, 2010.

The contributions to consolidated net revenues and income before taxes, and the assets and shareholders’ equity of each Old Republic segment are set forth in the following table. This information should be read in conjunction with the consolidated financial statements, the notes thereto, and the "Management Analysis of Financial Position and Results of Operations" appearing elsewhere in this report.

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Financial Information Relating to Segments of Business (a)
Net Revenues (b)	($ in Millions)
Years Ended December 31:	2010		2009		2008
General	$	2,074.9	$	2,052.7	$	2,255.9
Mortgage Guaranty		588.4		746.1		690.0
Title		1,238.8		914.1		681.3
Corporate & Other – net (c)		145.8		138.1		132.1
Consolidated realized investment gains (losses)		109.1		6.3		(486.4)
Consolidation elimination adjustments		(54.5)		(53.8)		(35.3)
Consolidated	$	4,102.7	$	3,803.6	$	3,237.7
Income (Loss) Before Taxes
Years Ended December 31:	2010		2009		2008
General	$	172.7	$	200.1	$	294.3
Mortgage Guaranty		(260.8)		(486.4)		(594.3)
Title		9.4		2.1		(46.3)
Corporate & Other – net (c)		(2.8)		4.0		13.5
Consolidated realized investment gains (losses)		109.1		6.3		(486.4)
Consolidated	$	27.6	$	(273.6)	$	(819.2)
Assets
As of December 31:	2010		2009		2008
General	$	12,189.8	$	9,920.8	$	9,482.9
Mortgage Guaranty		2,537.9		3,233.4		2,973.1
Title		915.0		852.8		762.4
Corporate & Other – net (c)		576.7		503.5		509.5
Consolidation elimination adjustments		(336.8)		(320.5)		(462.0)
Consolidated	$	15,882.7	$	14,190.0	$	13,266.0
Shareholders’ Equity
As of December 31:	2010		2009		2008
General (d)	$	2,846.8	$	2,548.2	$	2,258.7
Mortgage Guaranty (d)		441.1		581.7		828.0
Title (d)		300.6		288.6		260.0
Corporate & Other – net (c)		578.6		516.9		433.7
Consolidated elimination adjustments		(45.8)		(44.1)		(40.2)
Consolidated	$	4,121.4	$	3,891.4	$	3,740.3

(a) Reference is made to the table in Note 6 of the Notes to Consolidated Financial Statements, incorporated herein by reference, which shows the contribution of each subcategory to the consolidated net revenues and income or loss before income taxes of Old Republic's insurance industry segments.

(b) Revenues consist of net premiums, fees, net investment and other income earned; realized investment gains (losses) are shown in total for all groups combined since the investment portfolio is managed as a whole.

(c) Represents amounts for Old Republic’s holding company parent, minor corporate services subsidiaries, and a small life and health insurance operation.

(d) Total capitalization allocated to each operating segment includes shareholders' equity as shown in this schedule plus intercompany financing arrangements for the following segments: General - $334.6, $334.0, and $207.5 as of December 31, 2010, 2009, and 2008, respectively; Mortgage - $150.0 as of December 31, 2010, 2009, and 2008; and Title  - $150.4, $139.9, and $117.8 as of December 31, 2010, 2009, and 2008, respectively.

3

General Insurance Group

Old Republic’s General Insurance segment is best characterized as a commercial lines insurance business with a strong focus on liability insurance coverages. Most of these coverages are provided to businesses, government, and other institutions. The Company does not have a meaningful exposure to personal lines insurance such as homeowners and private automobile coverages, nor does it insure significant amounts of commercial or other real property. In continuance of its commercial lines orientation, Old Republic also focuses on specific sectors of the North American economy, most prominently the transportation (trucking and general aviation), commercial construction, forest products, energy, general manufacturing, and financial services industries. In managing the insurance risks it undertakes, the Company employs various underwr iting and loss mitigation techniques such as utilization of policy deductibles, captive insurance risk-sharing arrangements, and retrospective rating and policyholder dividend plans. These underwriting techniques are intended to better correlate premium charges with the ultimate claims experience pertaining to individual or groups of assureds.

Over the years, the General Insurance Group’s operations have been developed steadily through a combination of internal growth, the establishment of additional subsidiaries focused on new types of coverages and/or industry sectors, and through several mergers of smaller companies. As a result, this segment has become widely diversified with a business base encompassing the following major coverages:

Automobile Extended Warranty Insurance (1992): Coverage is provided to the vehicle owner for certain mechanical or electrical repair or replacement costs after the manufacturer’s warranty has expired.

Aviation (1983):Insurance policies protect the value of aircraft hulls and afford liability coverage for acts that result in injury, loss of life, and property damage to passengers and others on the ground or in the air. Old Republic’s aviation business does not extend to commercial airlines.

Commercial Automobile Insurance (1930’s):Covers vehicles (mostly trucks) used principally in commercial pursuits. Policies cover damage to insured vehicles and liabilities incurred by an assured for bodily injury and property damage sustained by third parties.

Commercial Multi-Peril ("CMP")(1920’s):Policies afford liability coverage for claims arising from the acts of owners or employees, and protection for the physical assets of large businesses.

Financial Indemnity: Multiple types of specialty coverages, including most prominently the following five, are underwritten by Old Republic within this financial indemnity products classification.

Consumer Credit Indemnity ("CCI")(1955):Policies provide limited indemnity coverage to lenders and other financial intermediaries. The coverage is for the risk of non-payment of consumer loan balances by individual buyers and borrowers arising from unemployment, bankruptcy, and other failures to pay.

Errors & Omissions("E&O")/Directors & Officers ("D&O")(1983):E&Oliability policies are written for non-medical professional service providers such as lawyers, architects and consultants, and provides coverage for legal expenses, and indemnity settlements for claims alleging breaches of professional standards. D&O coverage provides for the payment of legal expenses, and indemnity settlements for claims made against the directors and officers of corporations from a variety of sources, most typically shareholders.

Fidelity (1981): Bonds cover the exposures of financial institutions and commercial and other enterprises for losses of monies or debt and equity securities due to acts of employee dishonesty.

Guaranteed Asset Protection ("GAP")(2003):Thisinsurance covers an automobile loan borrower for the dollar value difference between an insurance company’s liability for the total loss (remaining cash value) of an insured vehicle and the amount still owed on an automobile loan.

Surety (1981): Bonds are insurance company guarantees of performance by a corporate principal or individual such as for the completion of a building or road project, or payment on various types of contracts.

General Liability (1920’s): Protects against liability of an assured which stems from carelessness, negligence, or failure to act, and results in property damage or personal injury to others.

Home Warranty Insurance (1981):This product provides repair and/or replacement coverage for home systems (e.g. plumbing, heating, and electrical) and designated appliances.

Inland Marine (1920’s):Coverage pertains to the insurance of property in transit over land and of property which is mobile by nature.

Travel Accident (1970): Coverages provided under these policies, some of which are also underwritten by the Company’s Canadian life insurance affiliate, cover monetary losses arising from trip delay and cancellation for individual insureds.

Workers’ Compensation (1910's): This coverage is purchased by employers to provide insurance for employees’ lost wages and medical benefits in the event of work-related injury, disability, or death.

(Parenthetical dates refer to the year(s) when Old Republic’s Companies began underwriting the coverages)

4

Commercial automobile, general liability and workers’ compensation insurance are typically produced in tandem for many assureds. For 2010, production of commercial automobile direct insurance premiums accounted for approximately 33.1% of consolidated General Insurance Group direct premiums written, while workers’ compensation and general liability direct premium production amounted to approximately 21.6% and 11.9%, respectively, of such consolidated totals.

Approximately 86% of general insurance premiums are produced through independent agency or brokerage channels, while the remaining 14% is obtained through direct production facilities.

Mortgage Guaranty Group

Private mortgage insurance protects mortgage lenders and investors from default related losses on residential mortgage loans made primarily to homebuyers who make down payments of less than 20% of the home’s purchase price. The Mortgage Guaranty Group insures only first mortgage loans, primarily on residential properties incorporating one-to-four family dwelling units. Old Republic's mortgage guaranty business was started in 1973.

There are two principal types of private mortgage insurance coverage: "primary" and "pool". Primary mortgage insurance provides mortgage default protection on individual loans and covers a stated percentage of the unpaid loan principal, delinquent interest, and certain expenses associated with the default and subsequent foreclosure. In lieu of paying the stated coverage percentage, the Company may pay the entire claim amount, take title to the mortgaged property, and subsequently sell the property to mitigate its loss. Pool insurance, which is written on a group of loans in negotiated transactions, provides coverage that ranges up to 100% of the net loss on each individual loan included in the pool, subject to provisions regarding deductibles, caps on individual exposures, and aggregate stop loss provisions which limit aggregate losse s to a specified percentage of the total original balances of all loans in the pool.

Traditional primary insurance is issued on an individual loan basis to mortgage bankers, brokers, commercial banks and savings institutions through a network of Company-managed underwriting sites located throughout the country. Traditional primary loans are individually reviewed (except for loans insured under delegated approval programs) and priced according to filed premium rates. In underwriting traditional primary business, the Company generally adheres to the underwriting guidelines published by the Federal Home Loan Mortgage Corporation ("FHLMC" or "Freddie Mac") or the Federal National Mortgage Association ("FNMA" or "Fannie Mae"), purchasers of many of the loans the Company insures. Delegated underwriting programs allow approved lenders to commit the Company to insure loans provided they adhere to predetermined underwriting gu idelines. In 2010, delegated underwriting approvals accounted for approximately 57% of the Company’s new traditional primary risk written.

Bulk and other insurance is issued on groups of loans to mortgage banking customers through a centralized risk assessment and underwriting department. These groups of loans are priced in the aggregate, on a bid or negotiated basis. Coverage for insurance issued in this manner can be provided through primary insurance policies (loan level coverage) or pool insurance policies (aggregate coverage). The Company considers transactions designated as bulk insurance to be exposed to higher risk (as determined by characteristics such as origination channel, loan amount, credit quality, and loan documentation) than those designated as other insurance.

Before insuring any loans, the Company issues to each approved customer a master policy outlining the terms and conditions under which coverage will be provided. Primary business is then executed via the issuance of a commitment/certificate for each loan submitted and approved for insurance. In the case of business providing pool coverage, a separate pool insurance policy is issued covering the particular loans applicable to each transaction.

As to all types of mortgage insurance products, the amount of premium charge depends on various underwriting criteria such as loan-to-value ratios, the level of coverage being provided, the borrower’s credit history, the type of loan instrument (whether fixed rate/fixed payment or an adjustable rate/adjustable payment), documentation type, and whether or not the insured property is categorized as an investment or owner occupied property. Coverage is non-cancelable by the Company (except in the case of non-payment of premium or certain master policy violations) and premiums are paid under single, annual, or monthly payment plans. Single premiums are paid at the inception of coverage and provide coverage for the entire policy term. Annual and monthly premiums are renewable on their anniversary dates with the premium charge determi ned on the basis of the original or outstanding loan amount. The majority of the Company’s direct premiums are written under monthly premium plans. Premiums may be paid by borrowers as part of their monthly mortgage payment and passed through to the Company by the servicer of the loan or they may be paid directly by the originator of, or investor in the mortgage loan.

5

Title Insurance Group

Old Republic's title insurance business was founded in Minnesota in 1907. The business consists primarily of the issuance of policies to real estate purchasers and investors based upon searches of the public records, which contain information concerning interests in real property. The policy insures against losses arising out of defects, liens and encumbrances affecting the insured title and not excluded or excepted from the coverage of the policy. For the year ended December 31, 2010, approximately 36% of the Company’s consolidated title premium and related fee income stemmed from direct operations (which include branch offices of its title insurers and wholly owned subsidiaries of the Company), while the remaining 64% emanated from independent title agents and underwritten title companies.

There are two basic types of title insurance policies: lenders' policies and owners' policies. Both are issued for a one­time premium. Most mortgages made in the United States are extended by mortgage bankers, savings and commercial banks, state and federal agencies, and life insurance companies. The financial institutions secure title insurance policies to protect their mortgagees' interest in the real property. This protection remains in effect for as long as the mortgagee has an interest in the property. A separate title insurance policy may be issued to the owner of the real estate. An owner's policy of title insurance protects an owner's interest in the title to the property.

The premiums charged for the issuance of title insurance policies vary with the policy amount and the type of policy issued. The premium is collected in full when the real estate transaction is closed, there being no recurring fee thereafter. In many areas, premiums charged on subsequent policies on the same property may be reduced depending generally upon the time elapsed between issuance of the previous policies and the nature of the transactions for which the policies are issued. Most of the charge to the customer relates to title services rendered in conjunction with the issuance of a policy rather than to the possibility of loss due to risks insured against. Accordingly, the cost of service performed by a title insurer relates for the most part to the prevention of loss rather than to the assumption of the risk of loss. Claim los ses that do occur result primarily from title search and examination mistakes, fraud, forgery, incapacity, missing heirs and escrow processing errors.

In connection with its title insurance operations, Old Republic also provides escrow closing and construction disbursement services, as well as real estate information products, national default management services, and services pertaining to real estate transfers and loan transactions.

Corporate and Other Operations

Corporate and other operations include the accounts of a small life and health insurance business as well as those of the parent holding company and several minor corporate services subsidiaries that perform investment management, payroll, administrative and minor marketing services.

The Company’s small life and health business registered 2010 and 2009 net premium revenues of $81.4 million and $73.3 million, respectively. This business is conducted in both the United States and Canada and consists mostly of limited product offerings sold through financial intermediaries such as automobile dealers, travel agents, and marketing channels that are also utilized in some of Old Republic’s general insurance operations. Production of term life insurance, accounting for net premiums earned of $17.0 million in 2010 and $15.1 million in 2009, was terminated and placed in run off as of year end 2004.

6

Consolidated Underwriting Statistics

The following table reflects underwriting statistics covering premiums and related loss, expense, and policyholders' dividend ratios for the major coverages underwritten in the Company’s in­surance segments.

	($ in Millions)
	Years Ended December 31,
	2010		2009		2008
General Insurance Group:
Overall Experience:
Net Premiums Earned	$	1,782.1	$	1,782.5	$	1,989.3
Claim Ratio		75.7%		75.9%		72.2%
Policyholders’ Dividend Benefit		.7		.4		.8
Expense Ratio		26.6		25.8		24.2
Composite Ratio		103.0%		102.1%		97.2%
Experience by Major Coverages:
Commercial Automobile (Principally Trucking):
Net Premiums Earned	$	676.3	$	652.8	$	694.5
Claim Ratio		72.8%		71.3%		75.8%
Workers’ Compensation:
Net Premiums Earned	$	447.9	$	387.3	$	418.4
Claim Ratio		69.0%		73.9%		67.2%
Policyholders’ Dividend Benefit		1.7%		1.0%		2.2%
General Liability:
Net Premiums Earned	$	113.7	$	143.2	$	150.2
Claim Ratio		64.3%		65.3%		63.9%
Three Above Coverages Combined:
Net Premiums Earned	$	1,237.9	$	1,183.5	$	1,263.2
Claim Ratio		70.7%		71.4%		71.5%
Financial Indemnity: (a)
Net Premiums Earned	$	199.9	$	241.5	$	319.7
Claim Ratio		126.9%		117.8%		95.0%
Inland Marine and Commercial Multi-Peril:
Net Premiums Earned	$	158.3	$	168.8	$	192.9
Claim Ratio		61.8%		61.4%		58.8%
Home and Automobile Warranty:
Net Premiums Earned	$	146.8	$	141.6	$	126.2
Claim Ratio		71.5%		65.2%		61.2%
Other Coverages: (b)
Net Premiums Earned	$	35.7	$	50.7	$	89.5
Claim Ratio		48.9%		45.8%		43.6%
Mortgage Guaranty Group:
Net Premiums Earned	$	498.8	$	644.5	$	592.5
Claim Ratio		153.6%		176.0%		199.3%
Expense Ratio		14.4		12.6		15.7
Composite Ratio		168.0%		188.6%		215.0%
Title Insurance Group: (c)
Net Premiums Earned	$	863.0	$	611.0	$	463.1
Combined Net Premiums & Fees Earned	$	1,211.0	$	888.4	$	656.1
Claim Ratio		8.0%		7.9%		7.0%
Expense Ratio		93.0		93.8		103.6
Composite Ratio		101.0%		101.7%		110.6%
All Coverages Consolidated:
Net Premiums & Fees Earned	$	3,573.5	$	3,388.9	$	3,318.1
Claim and Benefit Ratio		63.4%		76.7%		81.8%
Expense Ratio		48.0		41.8		39.1
Composite Ratio		111.4%		118.5%		120.9%

Any necessary reclassifications of prior year data are reflected in the above table to conform to our current presentation.

(a) Consists principally of fidelity, surety, consumer credit indemnity, executive indemnity (directors & officers and errors & omissions), and guaranteed asset protection (GAP) coverages.

(b) Consists principally of aviation and travel accident coverages.

(c) Title claim, expense, and composite ratios are calculated on the basis of combined net premiums and fees earned.

7

General insurance premiums have trended down during the three years ended December 31, 2010. The Company estimates that most of the downtrend has been caused by the combination of a softer pricing environment and the recessionary economic conditions affecting its customers’ operations. These conditions affect such factors as sales and employment levels, both of which are important elements upon which premiums are based. 2010 general insurance premiums include $103.7 million contributed by the PMA merger in the fourth quarter. Apart from the incremental premium income generated by captive reinsurance terminations, mortgage guaranty earned premium levels continued to decline during 2010. The reduction stemmed from lower volumes of new insurance written, higher premium refunds related to claims rescissions, and the termination of certain pool insurance contracts. Moreover, new business volume reflected continued weakness from the downturn in overall mortgage originations, lower industry-wide penetration of the nation's current mortgage market, and the continuing effects of more selective underwriting guidelines in place since late 2007. Largely non-recurring captive reinsurance commutations contributed $13.6 million and $82.5 million of additional premiums covering future losses during 2010 and 2009, respectively. Title insurance premiums and fees had been in a downtrend between 2005 and late 2008. The combination of stronger refinance activity late in 2008 into 2009 and strong market share gains since 2009 emanating from title industry dislocations and consolidation contributed to premiums and fees growth refl ected in the past two years.

Variations in claim ratios are typically caused by changes in the frequency and severity of claims incurred, changes in premium rates and the level of premium refunds, and periodic changes in claim and claim expense reserve estimates resulting from ongoing reevaluations of reported and incurred but not reported claims and claim expenses. As demonstrated in the above table, the Company can therefore experience period-to-period volatility in the underwriting results posted for individual coverages. In light of the Company’s basic underwriting focus in managing its business, a long-term objective has been to dampen this volatility by diversifying the coverages it offers and the industries it serves.

The claim ratios include loss adjustment expenses where appropriate. Policyholders' dividends, which apply principally to workers' compensation insurance, are a reflection of changes in loss experience for individual or groups of policies, rather than overall results, and should be viewed in conjunction with loss ratio trends.

Excluding the impact of Old Republic’s consumer credit indemnity ("CCI") business discussed below, the overall general insurance claim ratio shows reasonably consistent trends for all periods reported upon. To a large extent, this major cost factor reflects pricing and risk selection improvements that have been applied since 2001, together with elements of reduced loss severity and frequency. Changes in commercial automobile claim ratios are primarily due to greater claim frequencies. Loss ratios for workers' compensation and liability insurance may reflect greater variability due to chance events in any one year, changes in loss costs emanating from participation in involuntary markets (i.e. insurance assigned risk pools and associations in which partic ipation is basically man­datory), and added provisions for loss costs not recoverable from assuming reinsurers which may experience financial difficulties from time to time. Additionally, workers’ compensation claim costs in particular are affected by a variety of underwriting techniques such as the use of captive reinsurance retentions, retrospective premium plans, and self-insured or deductible insurance programs that are intended to mitigate claim costs over time. Claim ratios for a relatively small book of general liability coverages tend to be highly volatile year to year due to the impact of changes in claim emergence and severity of legacy asbestos and environmental claims exposures.

The Company generally underwrites concurrently workers' compensation, commercial automobile (liability and physical damage), and general liability insurance coverages for a large number of customers. Given this concurrent underwriting approach, an evaluation of trends in premiums, claim and dividend ratios for these individual coverages is more appropriately considered in the aggregate.

The higher claim ratio for financial indemnity coverages in the periods shown was driven principally by greater claim frequencies experienced in Old Republic’s CCI coverage. These higher claim ratios added 8.6, 7.3 and 6.1 percentage points, respectively, to the 2010, 2009 and 2008 general insurance overall claim ratio, respectively.

Mortgage guarantyclaim ratios have continued at high levels in recent periods. These ratios have risen principally as a result of higher reserve provisions and paid losses. Greater reserve provisions have resulted from higher levels of reported delinquencies emanating from the downturn in the national economy, widespread stress in housing and mortgage finance markets, and increased unemployment. Trends in expected and actual claim frequency and severity have been impacted to varying degrees by several factors including, but not limited to, significant declines in home prices which limit a troubled borrower’s ability to sell the mortgaged property in an amount sufficient to satisfy the remainin g debt obligation; more restrictive mortgage lending standards which limit a borrower’s ability to refinance the loan; increases in housing supply relative to recent demand; historically high levels of coverage rescissions and claim denials as a result of material misrepresentation in key underwriting information or non-compliance with prescribed underwriting guidelines; and changes in claim settlement costs. The latter are influenced by the amount of unpaid principal outstanding on delinquent loans as well as the rising expenses of settling claims due to higher investigation costs, legal fees, and accumulated interest expenses. Recurring claim costs for 2010 were significantly lower in comparison with 2009. This outcome was mostly the result of downward trends in newly reported and outstanding traditional primary loan delinquencies, as well as a continuation of historically high, though gradually declining levels of claim rescissions and denials. By contrast, claim payments rose sharply during 2010 as foreclosure activity and claim filings progressed at a faster pace. Captive reinsurance and pool insurance contract terminations had the effect of lowering the 2010 and 2009 ratios from 168.6% and 201.8% to 153.6% and 176.0%, respectively.

8

Title insurance loss ratios have remained in the single digits for a number of years due to a continuation of favorable trends in claims frequency and severity for business underwritten since 1992 in particular. Though still reasonably contained, claim ratios have risen in the three most recent years due to the continuing downturn and economic stresses in the housing and related mortgage lending industries.

The consolidated claim, expense, and composite ratios reflect all the above factors and the changing period-to-period contributions of each segment to consolidated results.

General Insurance Claim Reserves

The Company’s property and liability insurance subsidiaries establish claim reserves which consist of estimates to settle: a) reported claims; b) claims which have been incurred as of each balance sheet date but have not as yet been reported ("IBNR") to the insurance subsidiaries; and c) the direct costs, (fees and costs which are allocable to individual claims) and indirect costs (such as salaries and rent applicable to the overall management of claim departments) to administer known and IBNR claims. Such claim reserves, except as to classification in the Consolidated Balance Sheets as to gross and reinsured portions and purchase accounting adjustments, are reported for financial and regulatory reporting purposes at amounts that are substantially the same.

The establishment of claim reserves by the Company's insurance subsidiaries is a reasonably complex and dynamic process influenced by a large variety of factors. These factors principally include past experience applicable to the anticipated costs of various types of claims, continually evolving and changing legal theories emanating from the judicial system, recurring accounting, statistical, and actuarial studies, the professional experience and expertise of the Company's claim departments' personnel or attorneys and independent claim adjusters, ongoing changes in claim frequency or severity patterns such as those caused by natural disasters, illnesses, accidents, work-related injuries, and changes in general and industry-specific economic conditions. Consequently, the reserves established are a reflection of the opi­nions of a large number of persons, of the application and interpretation of historical precedent and trends, of expectations as to future developments, and of management’s judgment in interpreting all such factors. At any point in time, the Company is exposed to possibly higher or lower than anticipated claim costs due to all of these factors, and to the evolution, interpretation, and expansion of tort law, as well as the effects of unexpected jury verdicts.

In establishing claim reserves, the possible increase in future loss settlement costs caused by inflation is considered implicitly, along with the many other factors cited above. Reserves are generally set to provide for the ultimate cost of all claims. With regard to workers' compensation reserves, however, the ultimate cost of long-term disability or pension type claims is discounted to present value based on interest rates ranging from 3.5% to 4.0%. The Company, where applicable, uses only such discounted reserves in evaluating the results of its operations, in pricing its products and settling retrospective and reinsured accounts, in evaluating policy terms and experience, and for other general business purposes. Solely to comply with reporting rules mandated by the Securities and Exchange Commission, however, Old Republic has mad e statistical studies of applicable workers' compensation reserves to obtain estimates of the amounts by which claim and claim adjustment expense reserves, net of reinsurance, have been discounted. These studies have resulted in estimates of such amounts at $231.0 million, $143.9 million and $156.8 million, as of December 31, 2010, 2009 and 2008, respectively. It should be noted, however, that these differences between discounted and non-discounted (terminal) reserves are, fundamentally, of an informational nature, and are not indicative of an effect on operating results for any one or series of years for the above noted reasons.

Early in 2001, the Federal Department of Labor revised the Federal Black Lung Program regulations. The revisions basically require a reevaluation of previously settled, denied, or new occupational disease claims in the context of newly devised, more lenient standards when such claims are resubmitted. Following a number of challenges and appeals by the insurance and coal mining industries, the revised regulations were, for the most part, upheld in June, 2002 and are to be applied prospectively. Since the final quarter of 2001, black lung claims filed or refiled pursuant to these revised regulations have increased, though the volume of new claim reports has abated in recent years. In March 2010, federal regulations were revised once again as part of the Patient Protection and Affordability Act that reinstates two provisions that potenti ally benefit claimants. In response to this most recent legislation and similar to the 2001 change, black lung claims filed or refiled have again increased. The vast majority of claims filed to date against Old Republic pertain to business underwritten through loss sensitive programs that permit the charge of additional or refund of return premiums to wholly or partially offset changes in estimated claim costs, or to business underwritten as a service carrier on behalf of various industry-wide involuntary market (i.e. assigned risk) pools. A much smaller portion pertains to business produced on a traditional risk transfer basis. The Company has established applicable reserves for claims as they have been reported and for claims not as yet reported on the basis of its historical experience as well as assumptions relative to the effect of the revised regulations. Inasmuch as a variety of challenges are likely as the revised regulations are implemented through the actual claim settlement process, the potential impact on reserves, gross and net of reinsurance or retrospective premium adjustments, resulting from such regulations cannot be estimated with reasonable certainty.

9

Old Republic's reserve estimates also include provisions for indemnity and settlement costs for various asbestosis and environmental impairment ("A&E") claims that have been filed in the normal course of business against a number of its insurance subsidiaries. Many such claims relate to policies issued prior to 1985, including many issued during a short period between 1981 and 1982 pursuant to an agency agreement canceled in 1982. Over the years, the Company's property and liability insurance subsidiaries have typically issued general liability insurance policies with face amounts ranging between $1.0 million and $2.0 million and rarely exceeding $10.0 million. Such policies have, in turn, been subject to reinsurance cessions which have typically reduced the subsidiaries’ net retentions to $.5 million or less as to each clai m. Old Republic's exposure to A&E claims cannot, however, be calculated by conventional insurance reserving methods for a variety of reasons, including: a) the absence of statistically valid data inasmuch as such claims typically involve long reporting delays and very often uncertainty as to the number and identity of insureds against whom such claims have arisen or will arise; and b) the litigation history of such or similar claims for insurance industry members which has produced inconsistent court decisions with regard to such questions as to when an alleged loss occurred, which policies provide coverage, how a loss is to be allocated among potentially responsible insureds and/or their insurance carriers, how policy coverage exclusions are to be interpreted, what types of environmental impairment or toxic tort claims are covered, when the insurer's duty to defend is triggered, how policy limits are to be calculated, and whether clean-up costs constitute property damage. Over time, the Executive Branch and/or the Congress of the United States have proposed or considered changes in the legislation and rules affecting the determination of liability for environmental and asbestosis claims. As of December 31, 2010, however, there is no solid evidence to suggest that possible future changes might mitigate or reduce some or all of these claim exposures. Because of the above issues and uncertainties, estimation of reserves for losses and allocated loss adjustment expenses for A&E claims in particular is much more difficult or impossible to quantify with a high degree of precision. Accordingly, no representation can be made that the Company's reserves for such claims and related costs will not prove to be overstated or understated in the future. At December 31, 2010 and 2009, Old Republic’s aggregate indemnity and loss adjustment expense reserves specifically identified with A&E exposures amounted to approximately $195.7 million and $172.8 million gross, respectively, and $144.9 million and $136.9 m illion net of reinsurance, respectively. Based on average annual claims payments during the five most recent calendar years, such reserves represented 5.9 years (gross) and 10.0 years (net of reinsurance) as of December 31, 2010 and 5.7 years (gross) and 10.0 years (net of reinsurance) as of December 31, 2009. The survival ratios are presented on a pro forma basis (unaudited) as if PMA had been consolidated with ORI for all periods presented. Fluctuations in this ratio between years can be caused by the inconsistent pay out patterns associated with these types of claims. For the five years ended December 31, 2010, incurred A&E claim and related loss settlement costs have averaged .6% of average annual General Insurance Group claims and related settlement costs.

Over the years, the subject of property and liability insurance claim reserves has been written about and analyzed extensively by a large number of professionals and regulators. Accordingly, the above discussion summary should, of necessity, be regarded as a basic outline of the subject and not as a definitive presentation. The Company believes that its overall reserving practices have been consistently applied over many years, and that its aggregate reserves have generally resulted in reasonable approximations of the ultimate net costs of claims incurred. However, no representation is made nor is any guaranty given that ultimate net claim and related costs will not develop in future years to be greater or lower than currently established reserve estimates.

10

The following table shows the evolving redundancies or deficiencies for reserves established as of December 31, of each of the years 2000 through 2010.

		($ in Millions)
(a)	As of December 31:	2010(6)		2009		2008		2007		2006		2005		2004		2003		2002		2001		2000
(b)	Liability(1) for unpaid claims
	and claim adjustment
	expenses(2):	$	3,779	$	3,229	$	3,222	$	3,175	$	2,924	$	2,414	$	2,182	$	1,964	$	1,802	$	1,678	$	1,661
(c)	Paid (cumulative) as of (3):
	One year later		-  %		24.9%		26.7%		27.9%		24.7%		15.5%		25.4%		24.7%		23.4%		23.2%		23.1%
	Two years later		-		-		39.7		42.0		40.2		31.7		33.9		39.2		38.5		37.1		36.8
	Three years later		-		-		-		50.2		49.9		43.2		44.6		44.4		48.2		47.5		45.8
	Four years later		-		-		-		-		55.3		50.7		51.6		50.9		51.0		53.7		52.5
	Five years later		-		-		-		-		-		54.6		57.0		55.9		55.3		54.9		57.3
	Six years later		-		-		-		-		-		-		59.7		60.1		59.2		58.3		57.4
	Seven years later		-		-		-		-		-		-		-		62.0		62.7		61.6		60.2
	Eight years later		-		-		-		-		-		-		-		-		64.2		64.7		63.3
	Nine years later		-		-		-		-		-		-		-		-		-		66.0		66.0
	Ten years later		-  %		-  %		-  %		-  %		-  %		-  %		-  %		-  %		-  %		-  %		67.2%
(d)	Liability reestimated (i.e.,
	cumulative payments plus
	reestimated ending liability)
	As of (4):
	One year later		-  %		97.6%		98.2%		97.4%		96.2%		95.2%		97.6%		97.2%		98.6%		99.6%		97.3%
	Two years later		-		-		95.1		94.9		94.3		92.3		94.8		97.0		98.2		101.3		98.1
	Three years later		-		-		-		92.5		92.4		90.4		93.3		95.6		99.7		102.7		100.1
	Four years later		-		-		-		-		90.2		88.4		92.2		95.7		100.4		105.8		102.2
	Five years later		-		-		-		-		-		87.3		91.6		95.6		100.6		106.7		105.6
	Six years later		-		-		-		-		-		-		91.1		95.5		101.0		107.3		106.9
	Seven years later		-		-		-		-		-		-		-		95.5		101.1		107.8		107.5
	Eight years later		-		-		-		-		-		-		-		-		101.5		108.0		108.3
	Nine years later		-		-		-		-		-		-		-		-		-		108.5		108.5
	Ten years later		-  %		-  %		-  %		-  %		-  %		-  %		-  %		-  %		-  %		-  %		109.1%
(e)	Redundancy (deficiency)(5)
	for each year-end		-  %		2.4%		4.9%		7.5%		9.8%		12.7%		8.9%		4.5%		-1.5%		-8.5%		-9.1%
	Average redundancy
	(deficiency) for all year-ends		4.2%

(1) Amounts are reported net of reinsurance.

(2) Excluding unallocated loss adjustment expense reserves.

(3) Percent of most recent reestimated liability (line d). Decreases in paid loss percen­tages may at times reflect the reassumption by the Company of certain previously ceded loss reserves from assuming reinsurers through commutations of then existing reserves.

(4) Percent of beginning liability (line b) for unpaid claims and claim adjustment expenses.

(5) Beginning liability less the most current liability reestimated (line d) as a percent of beginning liability (line b).

(6) Historical data in the above table excludes amounts pertaining to PMA whose merger with Old Republic became effective October 1, 2010. Such PMA reserves have only been reflected as of December 31, 2010.

In reviewing the preceding tabular data, it should be noted that prior periods' loss payment and development trends may not be repeated in the future due to the large variety of factors influencing the reserving and settlement processes outlined herein above. The reserve redundancies or deficiencies shown for all years are not necessarily indicative of the effect on reported results of any one or series of years since cumulative retrospective premium and commission adjustments employed in various parts of the Company's business may partially offset such effects. The moderately deficient development of reserves at year-ends 2000 to 2002 pertain mostly to claims incurred in prior accident years, generally for business written in the 1980’s. (See "Consolidated Underwriting Statistics" above, and "Reserves, Reinsurance, and Retrospe ctive Ad­justments" elsewhere herein).

11

The following table shows an analysis of changes in aggregate reserves for the Company's property and liability insurance claims and allocated claim adjustment expenses for each of the years shown:

		($ in Millions)
		Years Ended December 31,
		2010		2009		2008		2007		2006		2005		2004		2003		2002		2001		2000
(a)	Beginning net reserves	$	3,229	$	3,222	$	3,175	$	2,924	$	2,414	$	2,182	$	1,964	$	1,802	$	1,678	$	1,661	$	1,699
(a1)	Net reserves acquired
	pursuant to PMA merger		590		-		-		-		-		-		-		-		-		-		-
Incurred claims and claim expenses:
(b)	Current year provision		1,351		1,343		1,452		1,490		1,295		1,191		1,070		893		814		749		690
(c)	Change in prior years’ provision		(76)		(56)		(83)		(110)		(116)		(52)		(55)		(25)		(7)		(44)		(66)
(d)	Total incurred		1,275		1,287		1,369		1,379		1,179		1,138		1,014		868		807		704		623
Claim payments on:
(e)	Current years’ events		529		460		502		476		342		402		332		277		260		269		258
(f)	Prior years’ events		786		818		820		652		326		504		463		428		423		418		402
(g)	Total payments		1,315		1,279		1,323		1,128		668		907		796		706		683		687		661
(h)	Ending net reserves (a + a1 + d – g)		3,779		3,229		3,222		3,175		2,924		2,414		2,182		1,964		1,802		1,678		1,661
(i)	Unallocated loss adjustment
	expense reserves		149		104		104		103		97		92		87		83		78		76		73
(j)	Reinsurance recoverable on
	claims reserves		2,825		2,046		2,020		1,976		1,929		1,894		1,632		1,515		1,363		1,261		1,235
(k)	Gross claims reserves (h + i + j)	$	6,753	$	5,380	$	5,346	$	5,256	$	4,951	$	4,401	$	3,902	$	3,562	$	3,244	$	3,016	$	2,969

(b) Investments. In common with other insurance organizations, Old Republic invests most capital and operating funds in income producing securities. Investments must comply with applicable insurance laws and regulations which prescribe the nature, form, quality, and relative amounts of investments which may be made by insurance companies. Generally, these laws and regulations permit insurance companies to invest within varying limitations in state, municipal and federal government obligations, corporate debt, preferred and common stocks, certain types of real estate, and first mortgage loans. For many years, Old Republic's investment policy has therefore been to acquire and retain primarily investment grade, publicly traded, fixed maturity securities. The investment policy is also influenced by the terms of the insurance coverages written, by its expectations as to the timing of claim and benefit payments, and by income tax considerations. As a consequence of all these factors, the Company’s invested assets are managed in consideration of enterprise-wide risk management objectives intended to assure solid funding of its subsidiaries’ long-term obligations to insurance policyholders and other beneficiaries, as well as evaluations of their long-term effect on stability of capital accounts. Accordingly, the investment portfolio contains  no significant direct insurance risk-correlated asset exposures to real estate, mortgage-backed securities, collateralized debt obligations ("CDO’s"), derivatives, junk bonds, hybrid securities, or illiquid private equity investments. In a similar vein, the Company does not engage in hedging transactions or securities lending operations, nor does it invest in securities whose values are predicated on non-regulated financial i nstruments exhibiting amorphous or unfunded counter-party risk attributes.

Management considers investment grade securities to be those rated by Standard & Poor's Corporation ("Standard & Poor's") or Moody's Investors Service, Inc. ("Moody's") that fall within the top four rating categories, or securities which are not rated but have characteristics similar to securities so rated. The Company had no bond or note investments in default as to principal and/or interest at December 31, 2010 and 2009. The status and fair value changes of each investment is reviewed on at least a quarterly basis, and estimates of other-than-temporary impairments in the portfolio’s value are evaluated and established at each balance sheet date. Substantially all of the Company’s invested assets as of December 31, 2010 have been classified as "available for sale" pursuant to the existing investment policy.

The Company's investment policies are not designed to maximize or emphasize the realization of investment gains. The combination of gains and losses from sales or impairments of securities are reflected as realized gains and losses in the income statement. Dispositions of securities result principally from scheduled maturities of bonds and notes and sales of fixed income and equity securities available for sale. Dispositions of securities at a realized gain or loss reflect such factors as ongoing assessments of issuers’ business prospects, rotation among industry sectors, changes in credit quality, and tax planning considerations.

12

The following tables show invested assets at the end of the last two years, together with investment income for each of the last three years:

Consolidated Investments
($ in Millions)
December 31,
	2010		2009
Available for Sale
Fixed Maturity Securities:
U.S. & Canadian Governments	$	1,419.4	$	974.0
Tax-Exempt		1,459.8		2,344.0
Corporate		5,652.9		5,008.7
		8,532.2		8,326.8
Equity Securities		672.4		502.9
Short-term Investments		1,004.0		826.7
Miscellaneous Investments		40.7		24.0
Total available for sale		10,249.4		9,680.5
Other Investments		9.8		7.8
Total Investments	$	10,259.3	$	9,688.4

Sources of Consolidated Investment Income
($ in Millions)
Years Ended December 31,
	2010		2009		2008
Fixed Maturity Securities:
Taxable Interest	$	302.9	$	285.5	$	259.1
Tax-Exempt Interest		65.6		83.0		86.1
		368.5		368.6		345.2
Equity Securities Dividends		9.0		7.4		13.3
Other Investment Income:
Interest on Short-term Investments		1.5		5.4		16.5
Sundry		3.9		4.9		5.6
		5.4		10.4		22.1
Gross Investment Income		383.1		386.5		380.8
Less: Investment Expenses (a)		4.1		3.0		3.4
Net Investment Income	$	379.0	$	383.5	$	377.3

(a) Investment expenses consist primarily of personnel costs, investment management and custody service fees, as well as a negligible amount of interest incurred on funds held.

The independent credit quality ratings and maturity distribution for Old Republic's consolidated fixed maturity investments, excluding short-term investments, at the end of the last two years are shown in the following tables. These investments, $8.5 billion and $8.3 billion at December 31, 2010 and 2009, respectively, represented approximately 54% and 59%, respectively, of consolidated assets, and 73% and 81%, respectively, of consolidated liabilities as of such dates.

Credit Quality Ratings of Fixed Maturity Securities (b)
	December 31,
	2010	2009
	(% of total portfolio)
Aaa	21.3%	22.3%
Aa	20.6	20.3
A	29.9	30.3
Baa	26.9	25.7
Total investment grade	98.7	98.6
All other (c)	1.3	1.4
Total	100.0%	100.0%

(b) Credit quality ratings used are those assigned primarily by Moody’s for U.S. Governments, Agencies and Corporate issuers and by Standard & Poor’s ("S&P") for U.S. and Canadian Municipal issuers, which are converted to equivalent Moody’s ratings classifications.

(c) "All other" includes non-investment grade or non-rated issuers.

13

Age Distribution of Fixed Maturity Securities
	December 31,
	2010	2009
	(% of total portfolio)
Maturity Ranges:
Due in one year or less	10.5%	9.3%
Due after one year through five years	52.2	55.0
Due after five years through ten years	34.6	34.9
Due after ten years through fifteen years	1.3	.8
Due after fifteen years	1.4	-
	100.0%	100.0%
Average Maturity in Years	4.6	4.4

(c) Marketing. Commercial automobile (trucking), workers' compensation and general liability insurance underwritten for business enterprises and public entities is marketed primarily through independent insurance agents and brokers with the assistance of Old Republic's trained sales, underwriting, actuarial, and loss control personnel. The remaining property and liability commercial insurance written by Old Republic is obtained through insurance agents or brokers who are independent contractors and generally represent other insurance companies, and by direct sales. No single source accounted for over 10% of Old Republic's premium volume in 2010.

Traditional primary mortgage insurance is marketed primarily through a direct sales force which calls on mortgage bankers, brokers, commercial banks, savings institutions and other mortgage originators. No sales commissions or other forms of remuneration are paid to the lending institutions or others for the procurement or development of business. The Mortgage Guaranty segment’s ten largest customers were responsible for 34.4%, 47.6%, and 50.4% of traditional primary new insurance written in 2010, 2009, and 2008, respectively. The largest single customer accounted for 10.6% of traditional primary new insurance written in 2010 compared to 12.8% and 15.6% in 2009 and 2008, respectively.

A substantial portion of the Company's title insurance business is referred to it by title insurance agents, builders, lending institutions, real estate developers, realtors, and lawyers. Title insurance and related real estate settlement products are sold through 263 Company offices and through agencies and underwritten title companies in Puerto Rico, the District of Columbia and all 50 states. The issuing agents are authorized to issue commitments and title insurance policies based on their own search and examination, or on the basis of abstracts and opinions of approved attorneys. Policies are also issued through independent title companies (not themselves title insurers) pursuant to underwriting agreements. These agreements generally provide that the agency or underwritten company may cause title policies of the Company to be issu ed, and the latter is responsible under such policies for any payments to the insured. Typically, the agency or underwritten title company deducts the major portion of the title insurance charge to the customer as its commission for services. During 2010, approximately 64% of title insurance premiums and fees were accounted for by policies issued by agents and underwritten title companies.

Title insurance premium and fee revenue is closely related to the level of activity in the real estate market. The volume of real estate activity is affected by the availability and cost of financing, population growth, family movements and other factors. Also, the title insurance business is seasonal. During the winter months, new building activity is reduced and, accordingly, the Company produces less title insurance business relative to new construction during such months than during the rest of the year. The most important factors, insofar as Old Republic's title business is concerned, however, are the rates of activity in the resale and refinance markets for residential properties.

The personal contacts, relationships, reputations, and intellectual capital of Old Republic's key executives are a vital element in obtaining and retaining much of its business. Many of the Company's customers produce large amounts of premiums and therefore warrant substantial levels of top executive attention and involvement. In this respect, Old Republic's mode of operation is similar to that of professional reinsurers and commercial insurance brokers, and relies on the marketing, underwriting, and management skills of relatively few key people for large parts of its business.

Several types of insurance coverages underwritten by Old Republic, such as consumer credit indemnity, title, and mortgage guaranty insurance, are affected in varying degrees by changes in national economic conditions. During periods when housing activity or mortgage lending are constrained by any combination of rising interest rates, tighter mortgage underwriting guidelines, falling home prices, excess housing supply and/or economic recession, operating and/or claim costs pertaining to such coverages tend to rise disproportionately to revenues and can result in underwriting losses and reduced levels of profitability.

14

At least one Old Republic general insurance subsidiary is licensed to do business in each of the 50 states, the District of Columbia, Puerto Rico, Virgin Islands, Guam, and each of the Canadian provinces; mortgage insurance subsidiaries are licensed in 50 states and the District of Columbia; title insurance operations are licensed to do business in 50 states, the District of Columbia, Puerto Rico and Guam. Consolidated direct premium volume distributed among the various geographical regions shown was as follows for the past three years:

Geographical Distribution of Consolidated Direct Premiums Written
	2010		2009		2008
United States:
Northeast	9.3	%	9.0	%	9.4	%
Mid-Atlantic	7.9		7.7		7.3
Southeast	20.5		19.6		20.0
Southwest	12.4		12.6		12.7
East North Central	12.6		12.9		12.9
West North Central	12.6		12.9		13.5
Mountain	8.1		8.8		8.3
Western	13.5		13.8		13.4
Foreign (Principally Canada)	3.1		2.7		2.5
Total	100.0	%	100.0	%	100.0	%

(d) Reserves, Reinsurance, and Retrospective Adjustments. Old Republic's insurance subsidiaries establish reserves for unearned premiums, reported claims, claims incurred but not reported, and claim adjustment expenses, as required in the circumstances. Such reserves are based on regulatory accounting requirements and generally accepted accounting principles. In accordance with insurance industry practices, claim reserves are based on estimates of the amounts that will be paid over a period of time and changes in such estimates are reflected in the financial statements of the periods during which they occur. See "General Insurance Claim Reserves" herein.

To maintain premium production within its capacity and limit maximum losses and risks for which it might become liable under its policies, Old Republic, as is the practice in the insurance industry, may cede a portion or all of its premiums and liabilities on certain classes of insurance, individual policies, or blocks of business to other insurers and reinsurers. Although the ceding of insurance does not generally discharge an insurer from its direct liability to a policyholder, it is industry practice to establish the reinsured part of risks as the liability of the reinsurer. Old Republic also employs retrospective premium adjustments and risk sharing arrangements for parts of its business in order to minimize losses for which it might become liable under its insurance policies, and to afford its customers or producers a degree of p articipation in the risks and rewards associated with such business. Under retrospective arrangements, Old Republic collects additional premiums if losses are greater than originally anticipated and refunds a portion of original premiums if loss costs are lower. Pursuant to risk sharing arrangements, the Company adjusts production costs or premiums retroactively to likewise reflect deviations from originally expected loss costs. The amount of premium, production costs and other retrospective adjustments which may be made is either limited or unlimited depending on the Company's evaluation of risks and related contractual arrangements. To the extent that any reinsurance companies, retrospectively rated risks, or producers might be unable to meet their obligations under existing reinsurance, retrospective insurance and production agreements, Old Republic would be liable for the defaulted amounts. In these regards, however, the Company generally protects itself by withholding funds, by securing indemnity agreem ents, by obtaining surety bonds, or by otherwise collateralizing such obligations through irrevocable letters of credit, cash, or securities.

The following table displays the Company’s General Insurance liabilities reinsured by its ten largest reinsurers as of December 31, 2010.

Major General Insurance Balances Due from Reinsurers
		($ in Millions)						% of Total
	A.M.	Reinsurance Recoverable				Total		Consolidated
	Best	on Paid		on Claims		Exposure		Reinsured
Reinsurer	Rating	Claims		Reserves		to Reinsurer		Liabilities
Munich Re America, Inc.	A+	$	5.5	$	662.3	$	667.8	22.9	%
Swiss Reinsurance America Corporation	A		1.9		235.2		237.2	8.1
Trabaja Reinsurance Company	Unrated		-		130.9		130.9	4.5
National WC Reinsurance Pool	Unrated		4.1		104.9		109.1	3.7
Hannover Ruckversicherungs	A		1.0		100.6		101.6	3.5
General Reinsurance Corporation	A++		2.5		93.5		96.0	3.3
Imagine International Reinsurance	Unrated		-		86.7		86.7	3.0
Muenchener Ruckversicherungs	A+		3.9		73.7		77.6	2.7
Westport Insurance Corporation	A		.3		59.2		59.6	2.0
Transatlantic Reinsurance Company	A		1.7		51.9		53.6	1.8
Total		$	21.2	$	1,599.4	$	1,620.6	55.5	%

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The Mortgage Guaranty Group’s total claims exposure to its largest reinsurer, Bank of America Reinsurance Corporation, was $33.3 million, which represented 1.1% of total consolidated reinsured liabilities as of December 31, 2010. Reinsured liabilities of the Title Insurance Group and small life and health insurance operations are not material.

Reinsurance recoverable asset balances represent amounts due from or credited by assuming reinsurers for paid and unpaid claims and policy reserves. Such reinsurance balances that are recoverable from non-admitted foreign and certain other reinsurers such as captive insurance companies owned by assureds or business producers, as well as similar balances or credits arising from policies that are retrospectively rated or subject to assureds’ high deductible retentions are substantially collateralized by letters of credit, securities, and other financial instruments. Old Republic evaluates on a regular basis the financial condition of its assuming reinsurers and assureds who purchase its retrospectively rated or high deductible policies. Estimates of unrecoverable amounts are included in the Company’s net claim and claim expe nse reserves since reinsurance, retrospectively rated and self-insured deductible policies and contracts do not relieve Old Republic from its direct obligations to assureds or their beneficiaries.

Old Republic's reinsurance practices with respect to portions of its business also result from its desire to bring its sponsoring organizations and customers into some degree of joint venture or risk sharing relationship. The Company may, in exchange for a ceding commission, reinsure up to 100% of the underwriting risk, and the premium applicable to such risk, to insurers owned by or affiliated with lending institutions, financial and other intermediaries whose customers are insured by Old Republic, or individual customers who have formed captive insurance companies. The ceding commissions received compensate Old Republic for performing the direct insurer's functions of underwriting, actuarial, claim settlement, loss control, legal, reinsurance, and administrative services to comply with local and federal regulations, and for providin g appropriate risk management services.

Remaining portions of Old Republic's business are reinsured in most instances with independent insurance or reinsurance companies pursuant to excess of loss agreements. Except as noted in the following paragraph, reinsurance protection on property and liability coverages generally limits the net loss on most individual claims to a maximum of: $4.9 million for workers' compensation; $2.8 million for commercial auto liability; $2.8 million for general liability; $8.0 million for executive protection (directors & officers and errors & omissions); $2.0 million for aviation; and $2.8 million for property coverages. Roughly 17% of the mortgage guaranty traditional primary insurance in force is subject to lender sponsored captive reinsurance arrangements structured primarily on an excess of loss basis. All bulk and other mortgage gua ranty insurance risk in force is retained. Exclusive of reinsurance, the average direct primary mortgage guaranty exposure is approximately (in whole dollars) $38,100 per insured loan. Title insurance risk assumptions are currently limited to a maximum of $500.0 million as to any one policy. The vast majority of title policies issued, however, carry exposures of less than $1.0 million.

Since January 1, 2005, the Company has had maximum reinsurance coverage of up to $200.0 million for its workers’ compensation exposures. Pursuant to regulatory requirements, however, all workers’ compensation primary insurers such as the Company remain liable for unlimited amounts in excess of reinsured limits. Other than the substantial concentration of workers’ compensation losses caused by the September 11, 2001 terrorist attack on America, to the best of the Company’s knowledge there had not been a similar accumulation of claims in a single location from a single occurrence prior to that event. Nevertheless, the possibility continues to exist that non-reinsured losses could, depending on a wide range of severity and frequency assumptions, aggregate several hundred million dollars to an insurer such as the C ompany. Such aggregation of losses could occur in the event of a catastrophe such as an earthquake that could lead to the death or injury of a large number of employees concentrated in a single facility such as a high rise building.

As a result of the September 11, 2001 terrorist attack on America, the reinsurance industry eliminated coverage from substantially all contracts for claims arising from acts of terrorism. Primary insurers like the Company thus became fully exposed to such claims. Late in 2002, the Terrorism Risk Insurance Act of 2002 (the "TRIA") was signed into law, immediately establishing a temporary federal reinsurance program administered by the Secretary of the Treasury. The program applied to insured commercial property and casualty losses resulting from an act of terrorism, as defined in the TRIA. Congress extended and modified the program in late 2005 through the Terrorism Risk Insurance Revision and Extension Act of 2005 (the "TRIREA"). TRIREA expired on December 31, 2007. Congress enacted a revised program in December 2007 through the Terro rism Risk Insurance Program Reauthorization Act of 2007 (the "TRIPRA"), a seven year extension through December 31, 2014. The TRIA automatically voided all policy exclusions which were in effect for terrorism related losses and obligated insurers to offer terrorism coverage with most commercial property and casualty insurance lines. The TRIREA revised the definition of "property and casualty insurance" to exclude commercial automobile, burglary and theft, surety, professional liability and farm owner’s multi-peril insurance. TRIPRA did not make any further changes to the definition of property and casualty insurance, however, it does include domestic acts of terrorism within the scope of the program. Although insurers are permitted to charge an additional premium for terrorism coverage, insureds may reject the coverage. Under TRIPRA, the program’s protection is not triggered for losses arising from an act of terrorism until the industry first suffers losses of $100 billion in the aggregate during any one year. Once the program trigger is met, the program will pay 85% of an insurer’s terrorism losses that exceed that individual insurer’s deductible. The insurer’s deductible is 20% of direct earned premium on property and casualty insurance. Insurers may reinsure that portion of the risk they retain under the program. Effective January 1, 2008, the Company reinsured limits of $198.0 million excess of $2.0 million for claims arising from certain acts of terrorism for casualty clash coverage and catastrophe workers’ compensation liability insurance coverage.

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(e) Competition. The insurance business is highly competitive and Old Republic competes with many stock and mutual insurance companies. Many of these competitors offer more insurance coverages and have substantially greater financial resources than the Company. The rates charged for many of the insurance coverages in which the Company specializes, such as workers' compensation insurance, other property and liability insurance and title insurance, are primarily regulated by the states and are also subject to extensive competition among major insurance organizations. The basic methods of competition available to Old Republic, aside from rates, are service to customers, expertise in tailoring insurance programs to the specific needs of its clients, efficiency and flexibility of opera tions, personal involvement by its key executives, and, as to title insurance, accuracy and timely delivery of evidences of title issued. Mortgage insurance companies also compete by providing contract underwriting services to lenders, enabling the latter to improve the efficiency of their operations by outsourcing all or part of their mortgage loan underwriting processes. For certain types of coverages, including loan credit indemnity and mortgage guaranty insurance, the Company also competes in varying degrees with the Federal Housing Administration ("FHA") and the Veterans Administration ("VA"). In recent years, the FHA’s market share of insured mortgages has increased significantly, mostly due to the more restrictive underwriting guidelines and premium rate increases imposed by private mortgage insurers. Nevertheless, the Company's insurance subsidiaries continue to compete with the FHA and VA by offering greater flexibility in regards to offered coverage levels, premium rate structures, and underw riting processes. The Company believes its experience and expertise have enabled it to develop a variety of specialized insurance programs and related services for its customers, and to secure state insurance departments' approval of these programs.

(f) Government Regulation. In common with all insurance companies, the Company's insurance subsidiaries are subject to the regulation and supervision of the jurisdictions in which they do business. The method of such regulation varies, but, generally, regulation has been delegated to state insurance commissioners who are granted broad administrative powers relating to: the licensing of insurers and their agents; the nature of and limitations on investments; approval of policy forms; reserve requirements; and trade practices. In addition to these types of regulation, many classes of insurance, including most of the Company's insurance coverages, are subject to rate regulations which require that rates be reasonable, adequate, and not unfairly discriminatory.

The FNMA and the FHLMC sometimes also referred to as Government Sponsored Enterprises ("GSEs") have various qualifying requirements for private mortgage guaranty insurers which write mortgage insurance on loans acquired by the FNMA and FHLMC from mortgage lenders. These requirements call for compliance with the applicable laws and regulations of the insurer’s domiciliary state and those states in which it conducts business and maintenance of contingency reserves in accordance with applicable state laws. The requirements also contain guidelines pertaining to captive reinsurance transactions. The GSEs also place additional restrictions on qualified insurers who fail to maintain the equivalent of a AA financial strength rating from at least two nationally recognized statistical rating agencies. Since 2008, substantially all nationa l mortgage guaranty insurance companies, including Old Republic’s insurance subsidiaries, have experienced ratings downgrades below AA. As a result, all of these companies have been required to submit capital remediation plans to FNMA and FHLMC, and continue as approved mortgage guaranty insurers for loans purchased by the GSEs.

The majority of states have also enacted insurance holding company laws which require registration and periodic reporting by insurance companies controlled by other corporations licensed to transact business within their respective jurisdictions. Old Republic's insurance subsidiaries are subject to such legislation and are registered as controlled insurers in those jurisdictions in which such registration is required. Such legislation varies from state to state but typically requires periodic disclosure concerning the corporation which controls the registered insurers, or ultimate holding company, and all subsidiaries of the ultimate holding company, and prior approval of certain intercorporate transfers of assets (including payments of dividends in excess of specified amounts by the insurance subsidiary) within the holding company sy stem. Each state has established minimum capital and surplus requirements to conduct an insurance business. All of the Company's subsidiaries meet or exceed these requirements, which vary from state to state.

(g) Employees. As of December 31, 2010, Old Republic and its subsidiaries employed approximately 8,000 persons on a full time basis. A majority of eligible full time employees participate in various pension (all of which are in run-off status) or similar plans which provide benefits payable upon retirement. Eligible employees are also covered by hospitalization and major medical insurance, group life insurance, and various savings, profit sharing, and deferred compensation plans. The Company considers its employee relations to be good.

(h) Website access. The Company files various reports with the U.S. Securities and Exchange Commission ("SEC"), including its annual report on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K, proxy statements, and amendments to those reports filed or furnished pursuant to Section 13(a) or 15(d) of the Exchange Act. The Company’s filings are available for viewing and/or copying at the SEC’s Public Reference Room located at 450 Fifth Street, NW., Washington, DC 20549. Information regarding the operation of the Public Reference Room can be obtained by calling 1-800-SEC-0330. The Company’s reports are also available by visiting the SEC’s internet website (http://www.sec.gov) and accessing its EDGAR database to view or print copies of the electronic versions of the Company’s reports. Additionally, the Company’s reports can be obtained, free of charge, by visiting its internet website (http://www.oldrepublic.com), selecting Investors then SEC Filings to view or print copies of the electronic versions of the Company’s reports. The contents of the Company’s internet website are not intended to be, nor should they be considered incorporated by reference in any of the reports the Company files with the SEC.

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Item 1A - Risk Factors

Risk factors are uncertainties and events over which the Company has limited or no control, and which can have a materially adverse effect on its business, results of operations or financial condition. The Company and its business segments are subject to a variety of risk factors and, within individual segments, each type of insurance coverage may be exposed to varying risk factors. The following sections set forth management’s evaluation of the most prevalent material risk factors for the Company as a whole and for each business segment. There may be risks which management does not presently consider to be material that may later prove to be material risk factors as well.

Parent Company

Dividend Dependence and Liquidity

The Company is an insurance holding company with no operations of its own. Its principal assets consist of the business conducted by its insurance subsidiaries. It relies upon dividends from subsidiaries in order to pay the interest and principal on its debt obligations, dividends to its shareholders, and corporate expenses. The extent to which  the insurance subsidiaries are able to declare and pay dividends is subject to regulations under the  laws of their states or foreign jurisdictions of domicile.  The regulations limit dividends based on the amount of statutory adjusted unassigned surplus or statutory earnings, and require the insurance subsidiaries to maintain minimum amounts of capital, surplus and reserves. Dividends in excess of the ordinary limitations can only be declared and paid with prior regulatory approval, of which there can be no assurance. The inability of the insurance subsidiaries to pay dividends in an amount sufficient to meet the Company’s debt service and cash dividends on stock, as well as other cash requirements could result in liquidity issues.

Capitalization

Apart from dividends from its subsidiaries, the Company has access to various capital and liquidity resources including holding company investments, undrawn capacity under its commercial paper program, and access to debt and equity capital markets.  At December 31, 2010, the Company’s consolidated debt to equity ratio was 11.5%. This relatively low level of financial leverage is assumed to provide the Company with additional borrowing capacity to meet some possible future capital needs. The availability of all such capital sources cannot be assured and its cost could be significant at the time capital is raised.

Risk Factors Common to the Company and its Insurance Subsidiaries

Investment Risks

The Company’s invested assets and those of its subsidiaries are centrally managed through a wholly owned asset management subsidiary. Most of the investments consist of fixed maturity securities. Changes in interest rates directly affect the income from, and the fair value of fixed maturity investments. Such changes could reduce the value of the Company’s investment portfolio and adversely affect the Company’s and its subsidiaries’ results of operations and financial condition. A smaller percentage of total investments are in indexed funds and actively managed equities. A change in general economic conditions, the stock market, or in many other external factors could adversely affect the value of those investments and, in turn, the Company’s, or its subsidiaries’ results and financial condition. Fur ther, the Company manages its fixed maturity investments by taking into account the maturities of such securities and the anticipated liquidity needs of the Company and its subsidiaries. Should the Company suddenly experience greater than anticipated liquidity needs for any reason, it could face a liquidity risk that could have a materially adverse effect on its financial condition or operating results.

Excessive Losses and Loss Expenses

Although the Company’s business segments encompass different types of insurance, the greatest risk factor common to all insurance coverages is excessive losses due to unanticipated claims frequency, severity or a combination of both. Many of the factors affecting the frequency and severity of claims depend upon the type of insurance coverage, but others are shared in common. Severity and frequency can be affected by changes in national economic conditions, unexpectedly adverse outcomes in claims litigation, often as a result of unanticipated jury verdicts, changes in court made law, adverse court interpretations of insurance policy provisions resulting in increased liability or new judicial theories of liability, together with unexpectedly high costs of defending claims.

Inadequate Reserves

Reserves are the amounts that an insurance company sets aside for its anticipated policy liabilities. Claim reserves are an estimate of liability for unpaid claims and claims defense and adjustment expenses, and cover both reported as well as IBNR claims. It is not possible to calculate precisely what these liabilities will amount to in advance and, therefore, the reserves represent a best estimate at any point in time. Such estimates are based upon known historical loss data, certain assumptions and expectations of future trends in claim frequency and severity, interest rates and other economic considerations. The latter are affected by a variety of factors over which insurers have little or no control and which can be quite volatile.

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Reserve estimates are periodically reviewed in light of known developments and, where necessary, they are adjusted and refined as circumstances may warrant. Nevertheless, the reserve setting process is inherently uncertain. If for any of these reasons reserve estimates prove to be inadequate, the Company’s subsidiaries can be forced to increase their reported liabilities; such an occurrence could result in a materially adverse impact on their results of operations and financial condition.

Inadequate Pricing

Premium rates are generally determined on the basis of historical data for claim frequency and severity as well as related production and other expense patterns. In the event ultimate claims and expenses exceed historically projected levels, premium rates are likely to prove insufficient. Premium rate inadequacy may not become evident quickly, may require time to correct, and, much like excessive losses can affect adversely the Company’s business, operating results and financial condition.

Liquidity Risk

As indicated above, the Company manages its fixed-maturity investments with a view toward matching the maturities of those investments with the anticipated liquidity needs of its subsidiaries for the payment of claims and expenses. If a subsidiary suddenly experienced greater-than-anticipated liquidity needs for any reason, it could require an injection of funds that might not necessarily be available to meet its obligations at a point in time.

Regulatory Environment

The Company’s insurance businesses are subject to extensive governmental regulation under state laws in the U.S. and the laws of each of the other jurisdictions outside the U.S. in which they operate. These regulations relate to such matters as licensing requirements, types of insurance products that may be sold, premium rates, marketing practices, capital and surplus requirements, investment limitations, underwriting limitations, dividend payment limitations, transactions with affiliates, accounting practices, taxation and other matters. While most of the regulation is at the state level in the U.S., the federal government has increasingly expressed an interest in regulating the insurance business and has injected itself through the Graham-Leach-Bliley Act, the Patriot Act, the Dodd-Frank Wall Street Reform and Consumer Protect ion Act of 2009, changes in the Internal Revenue Code and other legislation. Regulations bear directly on the costs of conducting an insurance business through increased compliance expenses. Apart from the rising costs of compliance, as existing regulations evolve through administrative and court interpretations, and as new regulations are adopted, there is no basis for predicting the impact that changes could have on the Company’s businesses in the future. The impact could have a material adverse effect on the manner in which the company’s subsidiaries do business, and or their ability to compete, continue offering their existing products, or pursue acquisitions and growth opportunities.

Competition

Each of the Company’s lines of insurance business is highly competitive and is likely to remain so for the foreseeable future. Moreover, existing competitors and the capital markets have from time to time brought an influx of capital and newly-organized entrants into the industry, and changes in laws have allowed financial institutions, like banks and savings and loans, to sell insurance products. Increases in competition threaten to reduce demand for the Company’s insurance products, reduce its market share, reduce its growth, reduce its profitability and generally adversely affect its results of operations and financial condition.

Rating Downgrades

The competitive positions of insurance companies in general have come to depend increasingly on independent ratings of their financial strength and claims-paying ability. The rating agencies base their ratings on criteria they establish regarding an insurer’s financial strength, operating performance, strategic position and ability to meet its obligations to policyholders. A significant downgrade in the ratings of any of the Company’s major policy-issuing subsidiaries could have a materially adverse effect on their ability to compete for new business and retain existing business and, as a result, their operations and financial condition.

Financial Institutions Risk

The Company’s subsidiaries have significant business relationships with financial institutions, particularly national banks. The subsidiaries are the beneficiaries of a considerable amount of security in the form of letters of credit which they hold as collateral securing the obligations of insureds and certain reinsurers. Some of the banks themselves have subsidiaries that reinsure the Company’s business. Other banks are depositories holding large sums of money in escrow accounts established by the Company’s title subsidiaries. There is thus a risk of concentrated financial exposures in one or more such banking institutions. If any of these institutions fail or are unable to honor their credit obligations, or if escrowed funds become lost or tied up due to the failure of a bank, the result could have a materially ad verse effect on the Company’s business, results of operations and financial condition.

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Risk Management

The Company has established processes and procedures designed to identify, measure, analyze, monitor and report the types of risk the Company and its subsidiaries are subject to, including operational risk, market risk, credit risk, liquidity risk, investment risk, interest rate risk, legal risk and reputational risk, among others. There are inherent limitations in such processes and procedures, and as a result, there is a risk that the Company has not adequately identified or anticipated risks. Such inadequacies could lead to future unexpected losses or expenses.

Legal Risks

The Company and certain of its subsidiaries are from time to time named defendants or otherwise involved in various legal proceedings, including class actions and other litigation or arbitration proceedings with third parties, as well as proceedings by regulatory agencies. Any of these actions could result in judgments, settlements, fines or penalties which could materially adversely affect the Company’s or its subsidiaries’ business, financial condition or results of operations.

Acquisition Integration Risk

The Company has from time to time grown its business by acquisition and is likely to consider acquisitions in the future. There can never be any assurance that such acquisitions will have positive accretive results. Integration of an acquired business can be costly and complex. The integration of acquisitions already completed, as well as any that may be completed in the future could result in significant unanticipated costs or losses of one sort or another.

Attracting and Retaining Qualified Employees

The Company’s and its subsidiaries’ employees at all levels are among their most important assets. Should the Company and its subsidiaries for any reason be unable to attract and retain qualified employees, their performance could be materially adversely affected.

In addition to the foregoing, the following are risk factors that are particular to each of the Company’s three major business segments.

General Insurance Group

Catastrophic Losses

While the Company limits the property exposures it assumes, the casualty or liability insurance it underwrites creates an exposure to claims arising out of catastrophes. The two principal catastrophe exposures are earthquakes and acts of terrorism in areas where there are large concentrations of employees of an insured employer or other individuals who could potentially be injured and assert claims against an insured under workers’ compensation policies. Collateral damage to property or persons from acts of terrorism and other calamities could also expose general liability policies.

Following the September 11, 2001 terrorist attack, the reinsurance industry eliminated coverage from substantially all reinsurance contracts for claims arising from acts of terrorism. As discussed elsewhere in this report, the U.S. Congress subsequently passed TRIA, TRIREA, and TRIPRA legislation that required primary insurers to offer coverage for certified acts of terrorism under most commercial property and casualty insurance policies. Although these programs established a temporary federal reinsurance program through December 31, 2014, primary insurers like the Company’s general insurance subsidiaries retain significant exposure for terrorist act-related losses.

Long-Tailed Losses

Coverage for general liability is considered long-tailed coverage. Written in most cases on an "occurrence" basis, it often takes longer for covered claims to be reported and become known, adjusted and settled than it does for property claims, for example, which are generally considered short-tailed. The extremely long-tailed aspect of such claims as pollution, asbestos, silicosis, manganism (welding rod fume exposure), black lung, lead paint and other toxic tort claims, coupled with uncertain and sometimes variable judicial rulings on coverage and policy allocation issues and the possibility of legislative actions, makes reserving for these exposures highly uncertain. While the Company believes that it has reasonably estimated its liabilities for such exposures to date, and that its exposures are relatively modest, there is a risk of materially adverse developments in both known and as-yet-unknown claims.

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Workers’ Compensation Coverage

Workers’ compensation coverage is the second largest line of insurance written within the Company. The frequency and severity of claims under, and the adequacy of reserves for workers’ compensation claims and expenses can all be significantly influenced by such risk factors as future wage inflation in states that index benefits, the speed with which injured employees are able to return to work in some capacity, the cost and rate of inflation in medical treatments, the types of medical procedures and treatments, the cost of prescription medications, the frequency with which closed claims reopen for additional or related medical issues, the mortality of injured workers with lifetime benefits and medical treatments, the use of health insurance to cover some of the expenses, the assumption of some of the expenses by statesR 17; second injury funds, the use of cost containment practices like preferred provider networks, and the opportunities to recover against third parties through subrogation. Adverse developments in any of these factors, if significant, could have a materially adverse effect on the Company’s operating results and financial condition.

Reinsurance

Reinsurance is a contractual arrangement whereby one insurer (the reinsurer) assumes some or all of the risk exposure written by another insurer (the reinsured). The Company depends on reinsurance to manage its risks both in terms of the amount of coverage it is able to write, the amount it is able to retain for its own account, and the price at which it is able to write it. The availability of reinsurance and its price, however, are determined in the reinsurance market by conditions beyond the Company’s control.

Reinsurance does not relieve the reinsured company of its primary liability to its insureds in the event of a loss. It merely reimburses the reinsured company. The ability and willingness of reinsurers to honor their counterparty obligations to the Company represent credit risks. The Company has no practical basis for evaluating the risks assumed by a reinsurer from sources other than the Company. Those risks could result in a significant deterioration of the reinsurer’s ability to honor its obligations to the Company, thereby exacerbating the Company’s credit risk exposure.

The Company addresses these risks by limiting its reinsurance to those reinsurers it considers the best credit risks. In recent years, however, there has been an ever decreasing number of reinsurers considered to be acceptable risks by the Company. There can be no assurance that the Company will be able to find the desired or even adequate amounts of reinsurance at favorable rates from acceptable reinsurers in the future. If unable to do so, the Company would be forced to reduce the volume of business it writes or retain increased amounts of liability exposure. Because of the declining number of reinsurers the Company finds acceptable, there is a risk that too much reinsurance risk may become concentrated in too few reinsurers. Each of these results could adversely affect the Company’s business, results of operations, and financ ial condition.

Insureds as Credit Risks

A significant amount of the Company’s liability and workers’ compensation business, particularly for large commercial insureds, is written on the basis of risk sharing underwriting methods utilizing large deductibles, captive insurance risk retentions, or other arrangements whereby the insureds effectively retain and fund varying and at times significant amounts of their losses. Their financial strength and ability to pay are carefully evaluated as part of the underwriting process and monitored periodically thereafter, and their retained exposures are estimated and collateralized based on pertinent credit analysis and evaluation. Because the Company is primarily liable for losses incurred under its policies, the possible failure or inability of insureds to honor their retained liability represents a credit risk. Any subseq uently developing shortage in the amount of collateral held would also be a risk, as would the failure or inability of a bank to honor a letter of credit issued as collateral. These risk factors could have a materially adverse impact on the Company’s results of operations and financial condition.

Guaranty Funds and Residual Markets

In nearly all states, licensed property and casualty insurers are required to participate in guaranty funds through assessments covering a portion of insurance claims against impaired or insolvent property and casualty insurers. Any increase in the number or size of impaired companies would likely result in an increase in the Company’s share of such assessments.

Many states have established second injury funds that compensate injured employees for aggravation of prior injuries or conditions. These second injury funds are funded by assessments or premium surcharges.

Residual market or pooling arrangements exist in many states to provide various types of insurance coverage to those that are otherwise unable to find private insurers willing to insure them. All licensed property and casualty insurers writing such coverage voluntarily are required to participate in these residual market or pooling mechanisms.

A material increase in any of these assessments or charges could adversely affect the Company’s results of operations and financial condition.

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Prior Approval of Rates

Most of the lines of insurance underwritten by the Company are subject to prior regulatory approval of premium rates in a majority of the states. The process of securing regulatory approval can be time consuming and can impair the Company’s ability to effect necessary rate increases in an expeditious manner. Furthermore, there is a risk that the regulators will not approve a requested increase, particularly in regard to workers’ compensation insurance with respect to which rate increases often confront strong opposition from local business, organized labor, and political interests.

Mortgage Guaranty Group

Continued Material Losses

It is likely that the Company’s mortgage insurance segment will continue to incur material losses, particularly in its 2005 to early 2008 books of business due to the effect of the recession that began in 2007. Any decline in the rate and severity of losses will depend in part on improvements in general economic conditions, unemployment rates, and the housing, mortgage and credit markets. The timing of any such improvements cannot be accurately forecasted, and there is no assurance that improvements will be uniform across all sectors. Housing values and unemployment may be the last to recover. It is unclear to what extent, if at all, the loan modification programs of the FDIC, Fannie Mae, Freddie Mac, and loan servicers will reduce the rate of loan defaults and, in turn, mortgage insurance claims and losses.

Premium Income and Long-Term Claim Exposures

Mortgage insurers such as the Company issue long duration, guaranteed renewable policies covering multi-year periods during which exposure to loss exists. Loss exposures typically manifest themselves as recurring losses usually concentrated between the second and fifth year following issuance of any one year’s new policies. Additionally, the policies cover catastrophic aggregations of claims such as those that have been occurring during the current recession engendered by substantial market dislocations in the housing and mortgage lending industries.

The Company’s mortgage guaranty premiums stem principally from monthly installment policies. Substantially all such premiums are generally written and earned in the month coverage is effective. Recognition of claim costs, however, occurs only after an insured mortgage loan has missed two or more consecutive monthly payments. Accordingly, there is a risk that the GAAP revenue recognition is not appropriately matched to the risk exposure and the consequent recognition of both normal and most significantly future catastrophic loss occurrences which, as to the latter, current period reserving is not permitted. As a result, mortgage guaranty GAAP earnings for any individual year or series of years may be materially adversely affected, particularly by cyclical catastrophic loss events such as the mortgage insurance industry has experi enced since mid-year 2007. Reported GAAP earnings and financial condition form, in part, the basis for significant judgments and strategic evaluations made by management, analysts, investors, and other users of the financial statements issued by mortgage guaranty companies. The risk exists that such judgments and evaluations are at least partially based on GAAP financial information that does not match revenues and expenses and is not reflective of the long-term normal and catastrophic risk exposures assumed by mortgage guaranty insurers at any point in time.

Inadequate Loss Reserves

The Company’s mortgage insurance subsidiaries establish reserves for losses and loss adjustment expenses based upon mortgage loans reported to be in default, as well as estimates of those in default but not yet reported. Of necessity, the reserves are at best estimates by management, taking into consideration its judgments and assumptions regarding the housing and mortgage markets, unemployment rates and economic trends in general. During the current widespread, sustained economic downturn, loss reserve estimates become subject to greater uncertainty and volatility. The rate and severity of actual losses could prove to be greater than expected and require the Company to effect substantial increases in its loss reserves. Depending upon the magnitude, such increases could have a materially adverse impact on the Company’s mor tgage insurance segment and the Company’s consolidated results of operations and financial condition. There can be no assurance that the actual losses paid by the mortgage insurance subsidiaries will not be materially greater than previously established loss reserves.

Fewer Coverage Rescissions

The Company’s mortgage insurance policy provisions permit it to rescind coverage whenever it finds evidence that a mortgage loan did not qualify for insurance coverage in the first instance, or that a material misrepresentation had been made in the loan application by the borrower, or the lender, and/or its agent. During the past several years, the rate of rescissions has risen dramatically. As a result, rescissions have materially reduced the percentage of approved claims, and the Company’s loss reserving estimates reflect assumptions as to the levels of rescission activity.

A few policyholders who have experienced high rates of coverage rescission have instituted litigation or arbitration proceedings challenging the Company’s position on rescissions. Whether the current rates of rescission continue or decrease, it is very possible that there will be further litigation or arbitral challenges to the Company’s rescissions of coverage. Two of the parties which have challenged the Company's position have discontinued submitting new business to the Company, and others could do likewise. If any of the challenges are successful, they

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could have a materially adverse effect on the Company’s Mortgage Guaranty and consolidated financial position. Even if such challenges are unsuccessful, the costs of addressing them could be substantial.

Capital Adequacy

The material increases in claims and loss payments that began in 2007 have eroded the statutory capital base of the Company’s mortgage insurance subsidiaries. Total statutory capital for mortgage guaranty insurers is defined as the sum of policyholders’ surplus and the statutory contingency reserves. Sixteen states have insurance laws or regulations which require a mortgage insurer to maintain a minimum amount of statutory capital relative to the level of risk in force. While formulations of minimum capital may vary in certain states, the most common measure applied allows for a maximum permitted risk to capital ratio of 25 to 1. The failure to maintain the prescribed minimum capital level in a particular state would generally require a mortgage insurer to immediately stop writing new business until it reestablishes the re quired level of capital or receives a waiver of the requirement from a state’s insurance regulatory authority. Legislation enacted in North Carolina, where the Company’s two principal mortgage insurance subsidiaries are domiciled, and a number of other states permits such discretion.

The Company’s principal mortgage insurance subsidiary, Republic Mortgage Insurance Company ("RMIC"), breached the minimum capital requirement during the third quarter of 2010. In anticipation of this possibility, RMIC had previously requested and subsequently received waivers or forbearance of the minimum policyholder position requirements from the regulatory authorities in these states with the exception of Ohio. These waivers are subject to monitoring and other conditions which vary by regulatory authority. The waivers in several states, including the domiciliary state of North Carolina, expire on July 1, 2011. The Company has petitioned the State of North Carolina for an extension of the waiver. Notwithstanding scheduled expirations, waivers may be withdrawn at anytime at a regulator's discretion. As such, there can be no cer tainty that waivers will remain in place or be extended, nor that RMIC will meet their capital requirements by the end of the waiver period. Absent a waiver, RMIC could be barred from writing any new business in any one of these states unless and until its capital base would recover. There is no certainty of when or if the capital base will recover.

In response to the possibility that a waiver may not be granted or continued in all cases, the Company has positioned another mortgage insurance subsidiary, Republic Mortgage Insurance Company of North Carolina ("RMIC NC"), to write business in its place. In October 2009, RMIC and RMIC NC entered into an agreement with Fannie Mae pursuant to which the latter conditionally approved RMIC NC as an eligible mortgage insurer in those states where RMIC becomes prohibited from writing new business. The conditions limit the amount of business that RMIC NC would be permitted to write, and the approval is limited in duration and may be revoked by Fannie Mae at any time. RMIC and RMIC NC received a similar agreement and conditional approval from Freddie Mac. Accordingly, while the Fannie Mae and Freddie Mac agreements may help the mortgage insur ance subsidiaries avoid a shutdown of new production in certain states, they would not necessarily enable RMIC NC to fully replace RMIC as the segments’ principal mortgage insurer. Absent improvement in operating performance, additional capital, or a reduction of its risk in force, RMIC NC may approach or exceed these minimum capital requirements.

Diminished Role for Fannie Mae, Freddie Mac

The market for private mortgage insurance exists almost entirely as a result of restrictions within the federal charters of the GSEs which require an acceptable form of credit enhancement on loans purchased by the GSEs that have loan- to-value ("LTV") ratios in excess of 80%. These institutions establish the levels of required coverage, the underwriting standards for the loans they will purchase and the loss mitigation efforts that must be followed on insured loans. Changes in any of these respects could result in a reduction of the Mortgage Guaranty Group’s business or an increase in its claim costs.

In response to their deteriorating financial conditions, the GSEs were placed in conservatorship under the Federal Housing Finance Agency ("FHFA") in September 2008. As their conservator, the FHFA could change the GSEs’ business practices with respect to mortgage credit enhancement, or new federal legislation prompted by the increasing role of the federal government in the residential mortgage market could alter their charters or restructure the GSEs in ways that may reduce or eliminate their roles in the residential mortgage market. The Obama Administration has recommended winding down and gradually eliminating the GSEs' role in housing finance. Any such changes could have a material adverse effect on the Company’s subsidiaries and the entire mortgage insurance industry.

Competition

Competition is always a risk factor and comes not only from other private mortgage insurers, but also from the Federal Housing Administration ("FHA") as well as the GSEs and the insured mortgage lenders themselves. Beginning in 2008, the volume of business underwritten by private mortgage insurers began to decrease generally as a result of more restrictive underwriting guidelines, increased premium rates, and changes to the pricing policies of the GSE’s. These changes, coupled with certain changes to the FHA’s guidelines, resulted in a significant increase in the FHA’s insured volume and its share of the market for mortgage default protection.

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Other competitive risk factors faced by the Company’s mortgage insurance subsidiaries stem from certain credit enhancement alternatives to private mortgage insurance. These include:

• the retention of mortgage loans on an uninsured basis in the lender’s portfolio of assets;

• capital markets utilizing alternative credit enhancements.

Regulation and Litigation

The possibly adverse effect of litigation and regulation are ever present risk factors. Captive reinsurance and other risk participating structures with mortgage lenders have been challenged in recent years as potential violations of the Real Estate Settlement Procedures Act ("RESPA"). From time to time, the U.S. Department of Housing and Urban Development has considered adopting RESPA regulations which would have adversely impacted mortgage insurance by requiring that the premiums be combined with all other settlement service charges in a single package fee. The recently created Bureau of Consumer Financial Protection is authorized under the Dodd-Frank Act to issue new regulations for mortgage insurance. The industry is already subject to detailed regulation by the states’ insurance regulatory authorities, compliance with which is costly. The recent losses suffered by the industry have resulted in greater regulatory scrutiny and burdens for the Company’s subsidiaries and the industry as a whole. Any regulatory changes affecting capital requirements or reserving requirements could potentially have a material adverse effect on the Company’s mortgage insurance subsidiaries.

Title Insurance Group

Housing and Mortgage Lending Markets

The principal risk factor for the title insurance segment has been the sharp decline in residential real estate activity that began in 2006. The tightening and collapse of credit markets, the collapse of the housing market, the general decline in the value of real property, rising unemployment and the uncertainty and negative trends in general economic conditions have created a difficult operating environment for the Companies’ title insurance subsidiaries. Depending upon their ultimate severity and duration, these conditions could have a materially adverse effect on the subsidiaries’ financial conditions and results of operation over the near term and longer. The impact of these conditions has been somewhat mitigated both by lower mortgage interest rates, leading to an increase in mortgage refinancings and by an increase in the number of agents producing business for the Companies’ title insurance subsidiaries.

Competition

Business comes to title insurers primarily by referral from real estate agents, lenders, developers and other settlement providers. The sources of business lead to a great deal of competition among title insurers. Although the top four title insurance companies during 2010 accounted for about 89% of industry-wide premium volume, there are numerous smaller companies representing the remainder at the regional and local levels. The smaller companies are an ever-present competitive risk in the regional and local markets where their business connections can give them a competitive edge. Moreover, there is almost always competition among the major companies for key employees, especially those who are engaged in the production side of the business.

Regulation and Litigation

Regulation is also a risk factor for title insurers. The title insurance industry has recently been, and continues to be, under regulatory scrutiny in a number of states with respect to pricing practices, and alleged RESPA violations and unlawful rebating practices. The regulatory investigations could lead to industry-wide reductions in premium rates and escrow fees, the inability to get rate increases when necessary, as well as to changes that could adversely affect the Company’s ability to compete for or retain business or raise the costs of additional regulatory compliance.

As with the Company’s other business segments, litigation poses a risk factor. Litigation is currently pending in a number of states in actions against the title industry alleging violations of rate applications in those states with respect to title insurance issued in certain mortgage refinancing transactions and violations of federal anti-trust laws in settling and filing premium rates.

Other Risks

Inadequate title searches are among the risk factors faced by the entire industry. If a title search is conducted thoroughly and accurately, there should theoretically never be a claim. When the search is less than thorough or complete, title defects can go undetected and claims result.

To a lesser extent, fraud is also a risk factor for all title companies -- sometimes in the form of an agent’s or an employee’s defalcation of escrowed funds, sometimes in the form of fraudulently issued title insurance policies.

Item 1B - Unresolved Staff Comments

None

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Item 2 - Properties

The principal executive offices of the Company are located in the Old Republic Building in Chicago, Illinois. This Company-owned building contains 151,000 square feet of floor space of which approximately 54% is occupied by Old Republic, and the remainder is leased to others. In addition to its Chicago building, the Company owns two other major office buildings. A subsidiary of the Title Insurance Group partially occupies its owned headquarters building in Minneapolis, Minnesota. This building contains 110,000 square feet of floor space of which approximately 68% is occupied by the Old Republic National Title Insurance Company, and the remainder is leased to others. A subsidiary of the General Insurance Group, PMA owns its building in Blue Bell, Pennsylvania. This building contains 110,000 square feet of floor space and is entirely ow ner-occupied. Eight smaller buildings are owned by Old Republic and its subsidiaries in various parts of the nation and are primarily used for its business. The carrying value of all owned buildings and related land at December 31, 2010 was $55.3 million.

Certain other operations of the Company and its subsidiaries are directed from leased premises. See Note 4(b) of the Notes to Consolidated Financial Statements for a summary of all material lease obligations.

Item 3 - Legal Proceedings

Legal proceedings against the Company and its subsidiaries routinely arise in the normal course of business and usually pertain to claim matters related to insurance policies and contracts issued by its insurance subsidiaries. Other, non-routine legal proceedings which may prove to be material to the Company or a subsidiary are discussed below.

Purported class action lawsuits are pending against the Company’s principal title insurance subsidiary, Old Republic National Title Insurance Company ("ORNTIC"), in federal courts in two states – Pennsylvania (Markocki et al. v. ORNTIC, U.S. District Court, Eastern District, Pennsylvania, filed June 8, 2006), and Texas (Ahmad et al. v. ORNTIC, U.S. District Court, Northern District, Texas, Dallas Division, filed February 8, 2008). The plaintiffs allege that ORNTIC failed to give consumers reissue and/or refinance credits on the premiums charged for title insurance cov ering mortgage refinancing transactions, as required by rate schedules filed by ORNTIC or by state rating bureaus with the state insurance regulatory authorities. The suits also allege violations of the federal Real Estate Settlement Procedures Act ("RESPA"). A class has been certified in the Pennsylvania action.

Beginning in early February 2008, some 80 purported consumer class action lawsuits were filed against the title industry’s principal title insurance companies, their subsidiaries and affiliates, and title insurance rating bureaus or associations in at least 10 states. ORNTIC was named a defendant in actions filed in 5 of the states. The suits were substantially identical in alleging that the defendant title insurers engaged in illegal price-fixing agreements to set artificially high premium rates and conspired to create premium rates which the state insurance regulatory authorities could not evaluate and therefore, could not adequately regulate. Most of the suits have since been dismissed. Of those remaining, ORNTIC is currently among the named defendants in only one of these actions, in California. The anti-trust allegations in the California action have been dismissed and only the allegations of improper business practices under state law remain. The other suits in which ORNTIC was a named defendant were dismissed at the trial court level, and the dismissals are on appeal before the 3rd and 6th Circuits U.S. Courts of Appeals.

National class action suits have been filed against the Company’s subsidiary, Old Republic Home Protection Company ("ORHP") in the California Superior Court, San Diego, and the U.S. District Court in Birmingham, Alabama. The California suit has been filed on behalf of all persons who made a claim under an ORHP home warranty contract from March 6, 2003 to the present. The suit alleges breach of contract, breach of the implicit covenant of good faith and fair dealing, violations of certain California consumer protection laws and misrepresentation arising out of ORHP’s alleged failure to adopt and implement reasonable standards for the prompt investigation and processing of claims under its home warranty contracts. The suit seeks unspecified damages consisting of the rescission of the class members’ contracts, restituti on of all sums paid by the class members, punitive damages, and declaratory and injunctive relief. ORHP removed the action to the U.S. District Court for the Southern District of California, and on January 6, 2011 the Court denied plaintiff’s motion for class certification. The Alabama suit alleges that ORHP pays fees to the real estate brokers who market its home warranty contracts and that the payment of such fees is in violation of Section 8(a) of RESPA. The suit seeks unspecified damages, including treble damages under RESPA. No class has been certified in the Alabama action.

On December 19, 2008, Old Republic Insurance Company and Old Republic Insured Credit Services, Inc., ("Old Republic") filed suit against Countrywide Bank FSB, Countrywide Home Loans, Inc. ("Countrywide") and Bank of New York Mellon, BNY Mellon Trust of Delaware in the Circuit Court, Cook County, Illinois seeking declaratory judgment to rescind or terminate various credit indemnity policies issued to insure home equity loans and home equity lines of credit which Countrywide had securitized or held for its own account. In February of 2009, Countrywide filed a counterclaim alleging a breach of contract, bad faith, and seeking a declaratory judgment challenging the factual and procedural bases that Old Republic had relied upon to deny or rescind coverage for individual defaulted loans under those policies. As of December 31, 2010, Old Rep ublic had rescinded or denied coverage on more than 17,000 defaulted loans, based upon material misrepresentations either by Countrywide as to the credit characteristics of the loans or by the borrowers in their loan applications.

On November 3, 2010, Bank of America, N.A. ("B of A") filed suit against Old Republic Insurance Company in the U.S. District Court for the Western District of North Carolina alleging breach of contract, breach of the duty of good

25

faith and fair dealing and bad faith with respect to Old Republic’s handling of certain claims under a policy of credit indemnity insurance issued to B of A. The policy is not related to those issued to Countrywide, which are the subject of the above-noted separate litigation. The B of A suit seeks a declaratory judgment with respect to the interpretation of certain policy terms, B of A’s compliance with certain terms and conditions of the policy, and the propriety of certain positions and procedures taken by Old Republic in response to claims filed by B of A. The suit also seeks money damages in excess of $320 million, pre- and post judgment interest, and unspecified punitive damages.

On December 31, 2009, two of the Company’s mortgage insurance subsidiaries, Republic Mortgage Insurance Company and Republic Mortgage Insurance Company of North Carolina (together "RMIC") filed a Complaint for Declaratory Judgment in the Supreme Court of the State of New York, County of New York, against Countrywide Financial Corporation, Countrywide Home Loans, Inc., The Bank of New York Mellon Trust Company, N.A., BAC Home Loans Servicing, LP, and Bank of America N.A. as successor in interest to Countrywide Bank, N.A. (together "Countrywide"). The suit relates to five mortgage insurance master policies (the "Policies") issued by RMIC to Countrywide or to the Bank of New York Mellon Trust Company as co-trustee for trusts containing securitized mortgage loans that were originated or purchased by Countrywide. RMIC has rescinded i ts mortgage insurance coverage on over 1,500 of the loans originally covered under the Policies based upon material misrepresentations of the borrowers in their loan applications or the negligence of Countrywide in its loan underwriting practices or procedures. Each of the coverage rescissions occurred after a borrower had defaulted and RMIC reviewed the claim and loan file submitted by Countrywide. The suit seeks the Court’s review and interpretation of the Policies’ incontestability provisions and its validation of RMIC’s investigation procedures with respect to the claims and underlying loan files.

On January 29, 2010, in response to RMIC’s suit, Countrywide served RMIC with a demand for arbitration under the arbitration clauses of the same Policies. The demand raises largely the same issues as those raised in RMIC’s suit against Countrywide, but from Countrywide’s perspective, as well as Countrywide’s and RMIC’s compliance with the terms, provisions, and conditions of the Policies. The demand includes a prayer for punitive, compensatory and consequential damages. RMIC filed a motion to stay the arbitration, and Countrywide filed a motion to dismiss RMIC’s lawsuit and to compel the arbitration. On July 26, 2010, the Court granted Countrywide’s motion, ordering the matters be submitted to arbitration and dismissing the lawsuit. RMIC has appealed the Court’s ruling.

On November 23, 2010, J.P. Morgan Chase Bank, N.A. ("Chase") filed a suit against RMIC in the U.S. District Court for the District of New Jersey arising out of RMIC’s rescissions of coverage on a number of mortgage loans. The law suit alleges improper unilateral rescissions of coverage and improper claims investigation practices with respect to mortgage loans that were either originated by Chase or purchased by Chase from other loan originators, as well as mortgage loans for which Chase had purchased the servicing rights. The suit alleges a breach of contract, a breach of fiduciary duty and bad faith insurance practices. Chase seeks a declaratory judgment that RMIC may not unilaterally rescind coverage and may not challenge Chase’s loan underwriting process where RMIC delegated insurance underwriting authority to Chase or where RMIC performed loan underwriting services for Chase. It also seeks injunctive relief against RMIC’s coverage rescissions and unspecified compensatory, treble and punitive damages.

On November 29, 2010, a purported class action was filed in the U.S. District Court, District of Columbia, against SunTrust Bank, its two captive reinsurance subsidiaries, and seven mortgage guaranty insurance companies, including RMIC (Moses v. SunTrust Banks, Inc., et al.; Case No. 1:10-CV-02029-PLF). The suit alleges that the cession of mortgage guaranty premiums to SunTrust’s captive reinsurers amounted in part to a kickback to SunTrust for the referral of mortgage guaranty insurance business, in violation of RESPA. The suit also alleges violations of the federal Truth-in-Lending Act, Regulation Z, the District of Columbia’s Consumer Protection Procedures Act, fraudulent misrepresentation and civil conspiracy, emanating principally from a failure by SunTrust to disclose to its mortgage loan customers its captive reinsu rance arrangements. The suit seeks unspecified actual, statutory, compensatory and punitive damages, injunctive relief, attorneys’ fees and costs.

The ultimate impact of these lawsuits and the arbitration, all of which seek unquantified damages, attorneys’ fees and expenses, is uncertain and not reasonably estimable at this time. The Company and its subsidiaries intend to defend vigorously against each of the aforementioned actions. Although the Company does not believe that these actions will have a material adverse effect on its consolidated financial condition, results of operations or cash flows, there can be no assurance in those regards.

Item 4 - [ Removed and Reserved by the Securities and Exchange Commission ]

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PART II

Item 5 - Market for the Registrant's Common Equity, Related Security Holder Matters and Issuer Purchases of Equity Securities

The Company's common stock is traded on the New York Stock Exchange under the symbol "ORI". The high and low sales prices as reported on the New York Stock Exchange and cash dividends declared for each quarterly period during the past two years were as follows:

		Sales Price				Cash
		High		Low		Dividends
1st quarter	2009	$	12.80	$	7.24	$	.1700
2nd quarter	2009		12.18		8.75		.1700
3rd quarter	2009		12.85		8.98		.1700
4th quarter	2009	$	12.49	$	10.03	$	.1700
1st quarter	2010	$	12.75	$	10.02	$	.1725
2nd quarter	2010		15.50		12.11		.1725
3rd quarter	2010		14.06		11.78		.1725
4th quarter	2010	$	14.18	$	12.42	$	.1725

As of January 31, 2011, there were 2,629 registered holders of the Company's Common Stock. See Note 3(c) of the Notes to Consolidated Financial Statements for a description of certain regulatory restrictions on the payment of dividends by Old Republic's insurance subsidiaries.

Comparative Five Year Performance Graphs for Common Stock

The following table, prepared on the basis of market and related data furnished by Standard & Poor's Total Return Service, reflects total market return data for the most recent five calendar years ended December 31, 2010. For purposes of the presentation, the information is shown in terms of $100 invested at the close of trading on the last trading day preceding the first day of the fifth preceding year. The $100 investment is deemed to have been made either in Old Republic Common Stock, in the S&P 500 Index of common stocks, or in an aggregate of the common shares of the Peer Group of publicly held insurance businesses selected by Old Republic. The cumulative total return assumes reinvestment of cash dividends on a pretax basis.

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

Comparison of Five Year Total Market Return

OLD REPUBLIC INTERNATIONAL CORPORATION vs. S&P 500 vs. Peer Group

(For the five years ended December 31, 2010)

	Dec 05		Dec 06		Dec 07		Dec 08		Dec 09		Dec 10
ORI	$	100.00	$	113.84	$	77.91	$	63.61	$	57.08	$	81.68
S&P 500		100.00		115.79		122.16		76.96		97.33		111.99
Peer Group		100.00		114.76		106.12		82.66		92.63		111.67

The Peer Group consists of the following publicly held corporations selected by the Company for its 2005 to 2010 comparison: Ace Limited, American Financial Group, Inc., The Chubb Corporation, Cincinnati Financial Corporation, First American Financial Corporation, Markel Corporation, MGIC Investment Corporation, PMI Group Inc., Stewart Information Services Corporation, Travelers Companies, Inc., and XL Capital Ltd.

The composition of the Peer Group companies has been approved by the Compensation Committee.

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Item 6 - Selected Financial Data ($ in millions, except share data)
		December 31,
		2010		2009		2008		2007		2006
FINANCIAL POSITION:
Cash and Invested Assets (a)		$	10,490.7	$	9,879.0	$	8,855.1	$	8,924.0	$	8,230.8
Other Assets			5,391.9		4,310.9		4,410.9		4,366.5		4,381.4
Total Assets		$	15,882.7	$	14,190.0	$	13,266.0	$	13,290.6	$	12,612.2
Liabilities, Other than Debt		$	11,286.2	$	9,951.8	$	9,292.6	$	8,684.9	$	8,098.6
Debt			475.0		346.7		233.0		64.1		144.3
Total Liabilities			11,761.3		10,298.6		9,525.7		8,749.0		8,243.0
Preferred Stock			-		-		-		-		-
Common Shareholders’ Equity			4,121.4		3,891.4		3,740.3		4,541.6		4,369.2
Total Liabilities and Shareholders’ Equity		$	15,882.7	$	14,190.0	$	13,266.0	$	13,290.6	$	12,612.2
Total Capitalization (b)		$	4,596.4	$	4,238.2	$	3,973.4	$	4,605.7	$	4,513.5
		Years Ended December 31,
		2010		2009		2008		2007		2006
RESULTS OF OPERATIONS:
Net Premiums and Fees Earned		$	3,573.5	$	3,388.9	$	3,318.1	$	3,601.2	$	3,400.5
Net Investment and Other Income			420.0		408.3		406.0		419.3		374.6
Realized Investment Gains (Losses)			109.1		6.3		(486.4)		70.3		19.0
Net Revenues			4,102.7		3,803.6		3,237.7		4,091.0		3,794.2
Benefits, Claims, and
Settlement Expenses			2,265.3		2,598.9		2,715.7		2,166.2		1,539.6
Underwriting and Other Expenses			1,809.7		1,478.3		1,341.2		1,546.3		1,574.3
Pretax Income (Loss)			27.6		(273.6)		(819.2)		378.4		680.1
Income Taxes (Credits)			(2.5)		(174.4)		(260.8)		105.9		215.2
Net Income (Loss)		$	30.1	$	(99.1)	$	(558.3)	$	272.4	$	464.8
COMMON SHARE DATA:
Net Income (Loss):
Basic		$	.13	$	(.42)	$	(2.41)	$	1.18	$	2.01
Diluted		$	.13	$	(.42)	$	(2.41)	$	1.17	$	1.99
Dividends:	Cash	$	.69	$	.68	$	.67	$	.63	$	.59
Book Value		$	16.16	$	16.49	$	15.91	$	19.71	$	18.91
Common Shares (thousands):
Outstanding			255,045		235,995		235,031		230,472		231,047
Average:	Basic		241,075		235,657		231,484		231,370		231,017
	Diluted		241,327		235,657		231,484		232,912		233,034

(a) Consists of cash, investments and accrued investment income.

(b) Total capitalization consists of debt, preferred stock, and common shareholders' equity.

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Item 7 - Management Analysis of Financial Position and Results of Operations

($ in Millions, Except Share Data)

OVERVIEW

This management analysis of financial position and results of operations pertains to the consolidated accounts of Old Republic International Corporation ("Old Republic" or "the Company"). The Company conducts its operations through three major regulatory segments, namely, its General (property and liability), Mortgage Guaranty, and Title insurance segments. A small life and health insurance business, accounting for 2.2% of consolidated operating revenues for the year ended December 31, 2010 and 1.6% of consolidated assets as of December 31, 2010, is included within the corporate and other caption of this report.

The consolidated accounts are presented in conformity with the Financial Accounting Standards Board’s ("FASB") Accounting Standards Codification ("ASC") of accounting principles generally accepted in the United States of America ("GAAP"). As a publicly held company, Old Republic utilizes GAAP largely to comply with the financial reporting requirements of the Securities and Exchange Commission ("SEC"). From time to time the FASB and the SEC issue various releases most of which require additional financial statement disclosures and provide related application guidance. Of particular relevance to the Company’s financial statements are recent disclosure requirements pertaining to uncertainties affecting income tax provisions, methodologies for establishing the fair value and recording of other-than-temporary impairments of sec urities, possible consolidation of variable interest entities, and composition of plan assets held by the Company’s defined benefit plans. In October 2010, the FASB also issued new guidance relative to the calculation of deferred acquisition costs incurred by insurance entities. The requisite disclosures and explanations for these matters are covered in the pertinent sections of this Management Analysis and/or footnotes to the Company’s consolidated financial statements regularly included in its quarterly and annual reports to the SEC on Forms 10-Q and/or 10-K, respectively.

As a state regulated financial institution vested with the public interest, however, business of the Company’s insurance subsidiaries is managed pursuant to the laws, regulations, and accounting practices of the various states in the U.S. and the laws of each of the other jurisdictions outside the U.S. in which they operate. In comparison with GAAP, the statutory accounting practices reflect greater conservatism and comparability among insurers, and are intended to address the primary financial security interests of policyholders and their beneficiaries. Additionally, these practices also affect a significant number of important factors such as product pricing, risk bearing capacity and capital adequacy, the determination of Federal income taxes payable currently, and the upstreaming of dividends by insurance subsidiaries to the parent holding company. The major differences between these statutory financial accounting practices and GAAP are summarized in Note 1(a) to the consolidated financial statements included in Old Republic’s Annual Report on Form 10-K.

The insurance business is distinguished from most others in that the prices (premiums) charged for various insurance products are set without certainty of the ultimate benefit and claim costs that will emerge or be incurred, often many years after issuance and expiration of a policy. This basic fact casts Old Republic as a risk-taking enterprise. Management therefore conducts the business with a primary focus on achieving favorable underwriting results over cycles, and on the maintenance of financial soundness in support of the insurance subsidiaries’ long-term obligations to insurance beneficiaries. To achieve these objectives, adherence to insurance risk management principles is stressed, and asset diversification and quality are emphasized.

In addition to income arising from Old Republic’s basic underwriting and related services functions, significant investment income is earned from invested funds generated by those functions and from shareholders’ capital. Investment management aims for stability of income from interest and dividends, protection of capital, and sufficient liquidity to meet insurance underwriting and other obligations as they become payable in the future. Securities trading and the realization of capital gains are not objectives. The investment philosophy is therefore best characterized as emphasizing value, credit quality, and relatively long-term holding periods. The Company’s ability to hold both fixed maturity and equity securities for long periods of time is in turn enabled by the scheduling of maturities in contemplation of an ap propriate matching of assets and liabilities.

In light of all the above factors, the Company’s affairs are necessarily managed for the long run and without significant regard to the arbitrary strictures of quarterly or even annual reporting periods that American industry must observe. In Old Republic’s view, such short reporting time frames do not comport well with the long-term nature of much of its business. Management believes that the Company’s operating results and financial condition can best be evaluated by observing underwriting and overall operating performance trends over succeeding five to ten year intervals. Such extended periods can encompass one or two economic and/or underwriting cycles, and can thereby provide appropriate time frames for such cycles to run their course and for reserved claim costs to be quantified with greater finality and effect .

This management analysis should be read in conjunction with the consolidated financial statements and the footnotes appended to them.

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EXECUTIVE SUMMARY

Old Republic’s consolidated operating results, which exclude net realized investment gains or losses, produced a net operating loss in each of the last three calendar years. Nearly all the losses for these periods stemmed from the Company's insurance coverages aimed at the housing and related finance sectors of the American economy. The losses were concentrated in Old Republic's mortgage guaranty and title insurance segments together with the consumer credit indemnity coverage provided by its general insurance group. Throughout these years, the other general insurance operations remained solidly profitable. Of late, title insurance has progressed toward renewed profitability.

Effective October 1, 2010, Old Republic acquired PMA Capital Corporation, an insurance holding company with interests in the commercial property and liability insurance field. Accordingly, operating results, acquired assets, and assumed liabilities associated with PMA's business are included in Old Republic’s financial statements from that date forward. The inclusion of PMA’s overall accounts resulted in approximate increases in 2010 consolidated operating revenues and pretax operating loss of $129 and $10, respectively, while consolidated year-end assets and shareholders’ equity were enhanced by $2.3 billion and $231, respectively. PMA's pretax operating loss of $10 is stated after deduction of its interest costs, general corporate expenses, and merger-related costs aggregating $9.7.

Consolidated Results – The major components of Old Republic’s consolidated results and other data for the periods reported upon are shown below:

							% Change
							2010		2009
Years Ended December 31,	2010		2009		2008		vs. 2009		vs. 2008
Operating revenues:
General insurance	$	2,074.9	$	2,052.7	$	2,255.9	1.1	%	-9.0	%
Mortgage guaranty		588.4		746.1		690.0	-21.1		8.1
Title insurance		1,238.8		914.1		681.3	35.5		34.2
Corporate and other		91.2		84.3		96.8	8.3		-12.9
Total	$	3,993.5	$	3,797.2	$	3,724.2	5.2	%	2.0	%
Pretax operating income (loss):
General insurance	$	172.7	$	200.1	$	294.3	-13.7	%	-32.0	%
Mortgage guaranty		(260.8)		(486.4)		(594.3)	46.4		18.2
Title insurance		9.4		2.1		(46.3)	328.7		104.7
Corporate and other		(2.8)		4.0		13.5	-171.7		-70.1
Sub-total		(81.5)		(279.9)		(332.7)	70.9		15.9
Realized investment gains (losses):
From sales		110.3		15.9		(4.1)
From impairments		(1.2)		(9.5)		(482.3)
Net realized investment gains (losses)		109.1		6.3		(486.4)	N/M		101.3
Consolidated pretax income (loss)		27.6		(273.6)		(819.2)	110.1		66.6
Income taxes (credits)		(2.5)		(174.4)		(260.8)	98.5		33.1
Net income (loss)	$	30.1	$	(99.1)	$	(558.3)	130.4	%	82.2	%

Consolidatedunderwriting ratio:
Benefits and claim ratio	63.4	%	76.7	%	81.8	%	-17.3	%	-6.2	%
Expense ratio	48.0		41.8		39.1		14.8		6.9
Composite ratio	111.4	%	118.5	%	120.9	%	-6.0	%	-2.0	%

Components of diluted earnings per share:
Net operating income (loss)	$	(0.16)	$	(0.67)	$	(0.81)	76.1	%	17.3	%
Net realized investment gains (losses)		0.29		0.25		(1.60)
Net income (loss)	$	0.13	$	(0.42)	$	(2.41)	131.0	%	82.6	%
Cash dividends paid per share	$	0.69	$	0.68	$	0.67	1.5	%	1.5	%

N/M: Not meaningful

The recognition of realized investment gains or losses can be highly discretionary and arbitrary due to such factors as the timing of individual securities sales, recognition of estimated losses from write-downs of impaired securities, tax-planning considerations, and changes in investment management judgments relative to the direction of securities markets or the future prospects of individual investees or industry sectors. Likewise, non-recurring items which may emerge from time to time can distort the comparability of the Company’s results from period to period. Accordingly, management uses net operating income, a non-GAAP financial measure, to evaluate and better explain operating performance, and believes its use enhances an understanding of Old Republic’s basic business results. Operating income, however, does not re place net income determined in accordance with GAAP as a measure of total profitability.

30

The preceding table shows both operating and net income or loss to highlight the effects of realized investment gain or loss recognition on period-to-period comparisons. For 2010, realized gains resulted mostly from second quarter sales of securities, some of which had been impaired in prior years. As discussed under "Cash, Invested Assets, and Shareholders' Equity" hereunder, the significant realized investment losses incurred in 2008 stemmed from the impairment of those securities. The composition of realized gains shown in the preceding table is summarized below:

Years Ended December 31,	2010		2009		2008
Realized gains (losses) from sales of
previously impaired securities:
Actual tax basis (loss) on sales	$	(44.0)	$	-	$	-
Accounting adjustment for impairment
charges taken in prior periods		72.2		-		-
Net amount included herein		28.2		-		-
Net realized gains (losses) from sales of all other securities		82.1		15.9		(4.1)
Net gain (loss) from actual sales		110.3		15.9		(4.1)
Net realized losses from impairments		(1.2)		(9.5)		(482.3)
Net realized investment gains (losses) reported herein	$	109.1	$	6.3	$	(486.4)

General Insurance Results – Pretax operating earnings for the periods reported upon were affected by lower underwriting performance driven by generally reduced premium volume and moderately higher claim costs and expenses. The inclusion of PMA’s accounts beginning in 2010's fourth quarter resulted in an increase of the General Insurance Group's net premiums earned of approximately $104, net investment income of $3, and a decrease in pretax operating income of nearly $10. This last amount is stated after deduction of PMA's interest costs, general corporate expenses, and merger-related costs aggregating $9.7. Key indicators of year-over-year performance are shown in the following table:

	General Insurance Group
							% Change
							2010		2009
Years Ended December 31,	2010		2009		2008		vs. 2009		vs. 2008
Net premiums earned	$	1,782.1	$	1,782.5	$	1,989.3	-	%	-10.4	%
Net investment income		260.1		258.9		253.6	.5		2.1
Pretax operating income (loss)	$	172.7	$	200.1	$	294.3	-13.7	%	-32.0	%

Claim ratio	76.4	%	76.3	%	73.0	%	0.1	%	4.5	%
Expense ratio	26.6		25.8		24.2		3.1		6.6
Composite ratio	103.0	%	102.1	%	97.2	%	0.9	%	5.0	%

The continuation of a soft pricing environment and recessionary conditions have constrained general insurance premium growth during the past several years. Lessened economic activity affects such factors as sales and employment levels, both of which are important elements upon which Old Republic’s insurance premiums are based. Most general insurance coverages reflected relatively stable underwriting performance except for consumer credit indemnity (“CCI”). The CCI coverage produced progressively adverse claim experience during the past three years even though consumer loan delinquency rates subsided fairly steadily from mid-year 2009 onward. The greater CCI claim costs have been driven by both higher loss payment trends and by increased levels of claim verification and resolution activity. As a consequence, the overa ll general insurance claim ratio was affected adversely by 8.6, 7.3, and 6.1, percentage points in the years ended December 31, 2010, 2009, and 2008, respectively. The general insurance expense ratio has reflected an uptrend during these years as the earned premium base remained under pressure. Net investment income has trended relatively flat in the face of a low yield environment attached to a relatively stable invested asset base.

Mortgage Guaranty Results – Operating performance began to improve in 2010 and 2009 as incurred loss experience declined after reaching its highest levels ever in 2008. Apart from the impact of captive commutations and pool terminations whose effects are summarized below, the year-over-year improvement was driven by lower claim costs and firm management of operating expenses. Key indicators of this segment’s evolving performance are shown in the following tables:

	Mortgage Guaranty Group
							% Change
							2010		2009
Years Ended December 31,	2010		2009		2008		vs. 2009		vs. 2008
Net premiums earned	$	498.8	$	644.5	$	592.5	-22.6	%	8.8	%
Net investment income		84.9		92.0		86.8	-7.6		5.9
Pretax operating income (loss)	$	(260.8)	$	(486.4)	$	(594.3)	46.4	%	18.2	%

Claim ratio	153.6	%	176.0	%	199.3	%	-12.7	%	-11.7	%
Expense ratio	14.4		12.6		15.7		14.3		-19.7
Composite ratio	168.0	%	188.6	%	215.0	%	-10.9	%	-12.3	%

31

During 2010 and 2009, Old Republic’s mortgage guaranty subsidiaries negotiated the terminations of various captive reinsurance and pool insurance contracts. From a financial accounting standpoint, premiums obtained upon terminations of captive reinsurance agreements are recognized as income when they are received rather than being deferred to future periods when the related claim costs are expected to arise. While terminations of pool insurance contracts cause a reduction of incurred claims due to the positive effect of reserves released, greater cash outflows ensue. Taken together, these terminations had the following effects on key elements of reported results and operating cash flows.

Years Ended December 31,	2010		2009
Increase in net premiums earned	$	13.6	$	82.5
Reduction in incurred claim costs		51.8		-
Increase in pretax operating income (loss)	$	65.4	$	79.4
Effect on operating cash flows	$	(173.2)	$	78.4

Apart from the incremental premium income generated by captive reinsurance terminations, Mortgage Guaranty Group earned premiums declined steadily in 2010 and 2009. The reduction stemmed from lower volumes of new insurance, higher premium refunds related to claim rescissions, and the above noted termination of pool insurance contracts. Moreover, new business volume reflected continued weakness from the downturn in overall mortgage originations, lower industry-wide penetration of the nation's current mortgage market, and the continuing effects of more selective underwriting guidelines in place since late 2007.

Net investment income declined for the first time in 2010 by virtue of a lower invested asset base caused by higher claim disbursements, lower premium volume, the afore-noted termination of insured mortgage pools, and a low yield environment for quality securities to which the investment portfolio is directed.

Recurring claim costs reflected a moderate decline in 2010 and 2009 after reaching a peak in 2008. This outcome was mostly the result of downtrends in newly reported and outstanding traditional primary loan delinquencies, as well as a continuation of historically high, though gradually declining levels of claim rescissions and denials. Claim payments, however, rose sharply during 2010 as foreclosure activity and claim filings progressed at a faster pace. The following table shows the major components of incurred claim ratios including the above noted effects of captive reinsurance and pool insurance contract terminations.

Years Ended December 31,		2010		2009		2008
Components of incurred claim ratio as a
percent of earned premiums:
Paid claims:
Excluding captive and pool transactions		190.4	%	110.4	%	74.8	%
Captive and pool transactions		31.8		-24.9		-
Paid claim ratio		222.2		85.5		74.8
Claim reserve provisions:
Excluding captive and pool transactions		-21.8		91.4		124.5
Captive and pool transactions		-46.8		-0.9		-
Claim reserve provision ratio		-68.6		90.5		124.5
Incurred claim ratio:	As reported	153.6	%	176.0	%	199.3	%
	Excluding captive
	and pool transactions	168.6	%	201.8	%	199.3	%

Production and operating expense ratios for all periods reported upon reflect moderate benefits from expense management. This positive effect, however, was negated to some degree in 2010 by the continued decline in net premiums earned.

Title Insurance Results – Old Republic’s title business reflected a more positive operating momentum beginning with the second quarter of 2009. Fourth quarter 2010 operating results, however, were penalized by a charge of approximately $4.0 related to an insurance counterparty balance then deemed uncollectible. Key performance indicators are shown in the following table:

	Title Insurance Group
							% Change
							2010		2009
Years Ended December 31,	2010		2009		2008		vs. 2009		vs. 2008
Net premiums and fees earned	$	1,211.0	$	888.4	$	656.1	36.3	%	35.4	%
Net investment income		26.5		25.2		25.1	5.4		0.2
Pretax operating income (loss)	$	9.4	$	2.1	$	(46.3)	328.7	%	104.7	%

Claim ratio	8.0	%	7.9	%	7.0	%	1.3	%	12.9	%
Expense ratio	93.0		93.8		103.6		-0.9		-9.5
Composite ratio	101.0	%	101.7	%	110.6	%	-0.7	%	-8.0	%

32

Growth in 2010 and 2009 premiums and fees benefited from market share gains emanating from title industry dislocations and consolidation. The inclusion of accounts from a Florida joint underwriting venture formed in mid-2009 added to 2010's revenue stream in particular.

Claim ratios for the three most recent years remained relatively stable even though moderate additions to reserve levels continued to be made in consideration of evolving claim emergence trends. Production and general operating expenses reflected the greater costs associated with much higher premium and fee levels, as well as the above-noted counterparty balance charge-off and the inclusion of expenses emanating from the Florida venture with respect to 2010.

A moderately greater invested asset base generated somewhat higher investment income even though market yields have remained at lower levels for the high quality securities to which the investment portfolio is oriented.

Corporate and Other Operations – The Company’s small life and health business and the net costs associated with the parent holding company and its internal services subsidiaries produced relatively inconsistent results during the past three years. Period-to-period variations in the results posted by these relatively minor elements of Old Republic’s operations usually stem from volatility inherent to the small scale of its life and health business, fluctuations in the costs of external debt, and net interest costs on intra-system financing arrangements. 2010’s corporate and other costs were accentuated by certain expenses covering executive transition and transaction outlays related to the PMA merger. A summary of corporate and other operations’ result s follows:

							% Change
							2010		2009
Years Ended December 31,	2010		2009		2008		vs. 2009		vs. 2008
Life & health premiums earned	$	81.4	$	73.3	$	80.1	11.0	%	-8.4	%
Net investment income		7.3		7.2		11.6	.2		-37.9
Other income		2.5		3.6		4.9	-30.1		-26.7
Benefits and claims		40.3		34.1		36.8	18.3		-7.4
Insurance expenses		43.8		41.7		44.0	5.2		-5.3
Corporate and other expenses-net		9.9		4.4		2.3	125.0		91.4
Pretax operating income (loss)	$	(2.8)	$	4.0	$	13.5	-171.7	%	-70.1	%

Cash, Invested Assets, and Shareholders’ Equity – The following table reflects Old Republic’s consolidated cash and invested assets as well as shareholders’ equity accounts at the dates shown:

									% Change
									2010		2009
As of December 31,			2010		2009		2008		vs. 2009		vs. 2008
Cash and invested assets:		Fair value basis	$	10,490.7	$	9,879.0	$	8,855.1	6.2	%	11.6	%
		Original cost basis	$	10,015.1	$	9,625.9	$	9,210.0	4.0	%	4.5	%
Shareholders’ equity:	Total		$	4,121.4	$	3,891.4	$	3,740.3	5.9	%	4.0	%
	Per common share		$	16.16	$	16.49	$	15.91	-2.0	%	3.6	%
Composition of shareholders’ equity per share:
Equity before items below			$	14.36	$	14.99	$	16.10	-4.2	%	-6.9	%
Unrealized investment gains (losses) and other
accumulated comprehensive income (loss)				1.80		1.50		(0.19)
Total			$	16.16	$	16.49	$	15.91	-2.0	%	3.6	%

Consolidated cash flow from operating activities produced a deficit of $282.2 for the year ended December 31, 2010, compared to positive operating cash flow of $532.9 and $565.6 for 2009 and 2008, respectively. The 2010 deficit resulted mostly from negative cash flows in Old Republic's mortgage guaranty segment.

The Company's consolidated investment portfolio reflects a current allocation of approximately 83 percent to fixed-maturity securities and 6 percent to equities. As has been the case for many years, Old Republic’s invested assets are managed in consideration of enterprise-wide risk management objectives. These are intended to assure solid funding of its insurance subsidiaries’ long-term obligations to policyholders and other beneficiaries, and the long-term stability of capital accounts. The portfolio contains no significant direct insurance risk-correlated asset exposures to real estate, mortgage-backed securities, collateralized debt obligations (“CDO’s”), derivatives, junk bonds, hybrid securities, or illiquid private equity investments. In a similar vein, the Company does not engage in hedging or secu rities lending transactions, nor does it invest in securities whose values are predicated on non-regulated financial instruments exhibiting amorphous or unfunded counter-party risk attributes.

33

Old Republic's equity investments include common stock holdings in two leading publicly held mortgage guaranty (“MI”) businesses (MGIC Investment Corp. and The PMI Group). These stocks were acquired in 2007 and 2008 as passive long-term investment additions for a core segment of Old Republic’s business in anticipation of a cyclical recovery of the MI industry in 2010. In management’s judgment, the past three years’ depressed market valuations of companies operating in the housing and mortgage-lending sectors of the American economy have been impacted significantly by cyclical and macroeconomic conditions affecting these sectors, and by the systemic dysfunctionality of the banking and mortgage-lending industries. As shown in the following table, the December 31, 2010 aggregate fair value of the two securit ies was still significantly below their original cost but approximately 122 percent above the other-than-temporarily-impaired level to which they were written down in 2008.

As of and for Periods Ended December 31,		2010		2009		2008
Total value of the two MI investments:	Original cost	$	313.2	$	416.4	$	416.4
	Impaired cost		75.6		106.8		106.8
	Fair value		167.9		130.7		82.7
	Underlying equity(*)	$	150.2	$	274.6	$	515.9
Pretax other-than-temporary impairments
recorded in income statement of the period		$	-	$	-	$	(375.5)
Pretax unrealized investment gains (losses)
recorded directly in shareholders’ equity account:
For the period		$	68.4	$	48.0	$	(24.1)
Cumulatively		$	92.3	$	23.9	$	(24.1)

(*) Underlying equity based on latest reports (which may lag by one quarter) issued by investees.

Substantially all changes in the shareholders’ equity account reflect the Company’s net income or loss, dividend payments to shareholders, and impairments or changes in market valuations of invested assets during the periods shown below:

	Shareholders’
	Equity Per Share
Years Ended December 31,	2010		2009		2008
Beginning book value per share	$	16.49	$	15.91	$	19.71
Changes in shareholders’ equity for the periods:
Net operating income (loss)		(.16)		(.67)		(.81)
Net realized investment gains (losses):
From sales		.29		.04		(.01)
From impairments		-		.21		(1.59)
Subtotal		.29		.25		(1.60)
Net unrealized investment gains (losses)		.40		1.59		(.33)
Total realized and unrealized investment gains (losses)		.69		1.84		(1.93)
Cash dividends		(.69)		(.68)		(.67)
Stock issuance, foreign exchange, and other transactions		(.17)		.09		(.39)
Net change		(.33)		.58		(3.80)
Ending book value per share	$	16.16	$	16.49	$	15.91

2009 Capital Raise - Early in 2009’s second quarter, the Company obtained gross proceeds of $316.25 through a public offering of 8% convertible Senior Notes due in 2012. The funds were used mostly to enhance the capital base of the general and title insurance segments, and to repay a portion of commercial paper debt previously incurred to strengthen the capital of the mortgage guaranty segment as of year end 2008. Along with the growth oriented capital additions to businesses with good prospects for the long term, the new funds enhance the stability and resiliency of Old Republic’s consolidated capitalization.

34

DETAILED MANAGEMENT ANALYSIS

This section of the Management Analysis of Financial Position and Results of Operations is additive to and should be read in conjunction with the Executive Summary which precedes it.

CRITICAL ACCOUNTING ESTIMATES

The Company’s annual and interim financial statements incorporate a large number and types of estimates relative to matters which are highly uncertain at the time the estimates are made. The estimation process required of an insurance enterprise is by its very nature highly dynamic inasmuch as it necessitates a continuous evaluation, analysis, and quantification of factual data as it becomes known to the Company. As a result, actual experienced outcomes can differ from the estimates made at any point in time and thus affect future periods’ reported revenues, expenses, net income or loss, and financial condition.

Old Republic believes that its most critical accounting estimates relate to: a) the determination of other-than-temporary impairments ("OTTI") in the value of fixed maturity and equity investments; b) the establishment of deferred acquisition costs which vary directly with the production of insurance premiums; c) the recoverability of reinsured paid and/or outstanding losses; and d) the establishment of reserves for losses and loss adjustment expenses. The major assumptions and methods used in setting these estimates are discussed in the pertinent sections of this Management Analysis and are summarized as follows:

(a) Other-than-temporary impairments in the value of investments:

The Company completes a detailed analysis each quarter to assess whether the decline in the value of any investment below its cost basis is deemed other-than-temporary. All securities in an unrealized loss position are reviewed. Absent issuer-specific circumstances that would result in a contrary conclusion, any equity security with any unrealized investment loss amounting to 20% or greater decline for a six month period is considered OTTI. The decline in value of a security deemed OTTI is included in the determination of net income and a new cost basis is established for financial reporting purposes.

For the three years ended December 31, 2010, pretax charges due to other-than-temporary impairments in the value of securities affected pretax income or loss within a range of -143.2% and -3.6% and averaged -50.4%.

(b) Establishment of deferred acquisition costs ("DAC")

The eligibility for deferral and the recoverability of DAC is based on the current terms and estimated profitability of the insurance contracts to which they relate. As of the three most recent year ends, consolidated DAC balances ranged between 1.5% and 1.7% and averaged 1.5% of consolidated assets. The annual change in DAC balances for the three-year period affected underwriting, acquisition and other expenses within a range of 1.1% and 1.8%, and averaged 1.3% of such expenses.

(c) The recoverability of reinsured paid and/or outstanding losses

Assets consisting of gross paid losses recoverable from assuming reinsurers, and balance sheet date reserves similarly recoverable in future periods as gross losses are settled and paid, are established at the same time as the gross losses are paid or recorded as reserves. Accordingly, these assets are subject to the same estimation processes and valuations as the related gross amounts that are discussed below. As of the three most recent year ends, paid and outstanding reinsurance recoverable balances ranged between 30.1% and 34.5% and averaged 32.0% of the related gross reserves.

(d) The reserves for losses and loss adjustment expenses

As discussed in pertinent sections of this management analysis, the reserves for losses and related loss adjustment expenses are based on a wide variety of factors and calculations. Among these the Company believes the most critical are:

·   The establishment of expected loss ratios for the three latest accident years, particularly for so-called long-tail coverages as to which information about covered losses emerges and becomes more accurately quantified over long periods of time. Long-tail lines of business generally include workers’ compensation, auto liability, general liability, errors and omissions and directors and officers’ liability, and title insurance. Gross loss reserves related to such long-tail coverages ranged between 66.0% and 75.7%, and averaged 70.9% of gross consolidated claim reserves as of the three most recent year ends. Net of reinsurance recoverables, such reserves ranged between 60.1% and 68.6% and averaged 65.0% as of the same dates.

35

·   Loss trend factors that are used to establish the above noted expected loss ratios. These factors take into account such variables as judgments and estimates relative to premium rate trends and adequacy, current and expected interest rates, current and expected social and economic inflation trends, and insurance industry statistical claim trends.

·   Loss development factors, expected claim rates and average claim costs all of which are based on Company and/or industry statistics used to project reported and unreported losses for each accounting period.

For each of the three most recent calendar years, prior accident years’ consolidated claim costs have developed favorably and have had the consequent effect of reducing consolidated annual loss costs between 3.5% and 7.2%, or by an average of approximately 4.8% per annum. As a percentage of each of these years’ consolidated earned premiums and fees the favorable developments have ranged between 2.3% and 5.9%, and have averaged 3.8%.

In all the above regards the Company anticipates that future periods’ financial statements will continue to reflect changes in estimates. As in the past such changes will result from altered circumstances, the continuum of newly emerging information and its effect on past assumptions and judgments, the effects of securities markets valuations, and changes in inflation rates and future economic conditions beyond the Company’s control. As a result, Old Republic cannot predict, quantify, or guaranty the likely impact that probable changes in estimates will have on its future financial condition or results of operations.

FINANCIAL POSITION

The Company’s financial position at December 31, 2010 reflected increases in assets, liabilities, and common shareholders’ equity of 11.9%, 14.2%, and 5.9%, respectively, when compared to the immediately preceding year-end. Cash and invested assets represented 66.1% and 69.6% of consolidated assets as of December 31, 2010 and December 31, 2009, respectively. Consolidated operating cash flow produced a deficit of $282.2 in 2010 compared to positive cash flow of $532.9 in 2009 and $565.6 in 2008. As of December 31, 2010, the invested asset base increased 5.9% to $10,259.3 as a result of an increase in the fair value of investments and the inclusion of PMA's invested assets ($799.5), offset by negative consolidated operating cash flows and the payment of cash dividends to common shareholders.

Investments - During 2010 and 2009, the Company committed the majority of all investable funds to short to intermediate-term fixed maturity securities. At both December 31, 2010 and 2009, approximately 99% of the Company’s investments consisted of marketable securities. Old Republic continues to adhere to its long-term policy of investing primarily in investment grade, marketable securities. The portfolio contains no significant insurance risk-correlated asset exposures real estate, mortgage-backed securities, collateralized debt obligations ("CDO’s"), derivatives, junk bonds, hybrid securities, or illiquid private equity investments. In a similar vein, the Company does not engage in hedging or securities lending transactions, nor does it invest in securities whose values are predicated on non-regulated financial instruments exhibiting amorphous or unfunded counter-party risk attributes. At December 31, 2010, the Company had no fixed maturity investments in default as to principal and/or interest.

Relatively high short-term maturity investment positions continued to be maintained as of December 31, 2010. Such positions reflect a large variety of seasonal and intermediate-term factors including current operating needs, expected operating cash flows, quarter-end cash flow seasonality, and investment strategy considerations. Accordingly, the future level of short-term investments will vary and respond to the interplay of these factors and may, as a result, increase or decrease from current levels.

The Company does not own or utilize derivative financial instruments for the purpose of hedging, enhancing the overall return of its investment portfolio, or reducing the cost of its debt obligations. With regard to its equity portfolio, the Company does not own any options nor does it engage in any type of option writing. Traditional investment management tools and techniques are employed to address the yield and valuation exposures of the invested assets base. The long-term fixed maturity investment portfolio is managed so as to limit various risks inherent in the bond market. Credit risk is addressed through asset diversification and the purchase of investment grade securities. Reinvestment rate risk is reduced by concentrating on non-callable issues, and by taking asset-liability matching considerations into account. Purchases of mortgage and asset backed securities, which have variable principal prepayment options, are generally avoided. Market value risk is limited through the purchase of bonds of intermediate maturity. The combination of these investment management practices is expected to produce a more stable long-term fixed maturity investment portfolio that is not subject to extreme interest rate sensitivity and principal deterioration.

36

The fair value of the Company’s long-term fixed maturity investment portfolio is sensitive, however, to fluctuations in the level of interest rates, but not materially affected by changes in anticipated cash flows caused by any prepayments. The impact of interest rate movements on the long-term fixed maturity investment portfolio generally affects net unrealized gains or losses. As a general rule, rising interest rates enhance currently available yields but typically lead to a reduction in the fair value of existing fixed maturity investments. By contrast, a decline in such rates reduces currently available yields but usually serves to increase the fair value of the existing fixed maturity investment portfolio. All such changes in fair value are reflected, net of deferred income taxes, directly in the shareholders’ equity account, and as a separate component of the statement of comprehensive income. Given the Company’s inability to forecast or control the movement of interest rates, Old Republic sets the maturity spectrum of its fixed maturity securities portfolio within parameters of estimated liability payouts, and focuses the overall portfolio on high quality investments. By so doing, Old Republic believes it is reasonably assured of its ability to hold securities to maturity as it may deem necessary in changing environments, and of ultimately recovering their aggregate cost.

Possible future declines in fair values for Old Republic’s bond and stock portfolios would negatively affect the common shareholders’ equity account at any point in time, but would not necessarily result in the recognition of realized investment losses. The Company reviews the status and fair value changes of each of its investments on at least a quarterly basis during the year, and estimates of other-than-temporary impairments in the portfolio’s value are evaluated and established at each quarterly balance sheet date. In reviewing investments for other-than-temporary impairment, the Company, in addition to a security’s market price history, considers the totality of such factors as the issuer’s operating results, financial condition and liquidity, its ability to access capital markets, credit rating tren ds, most current audit opinion, industry and securities markets conditions, and analyst expectations to reach its conclusions. Sudden fair value declines caused by such adverse developments as newly emerged or imminent bankruptcy filings, issuer default on significant obligations, or reports of financial accounting developments that bring into question the validity of previously reported earnings or financial condition, are recognized as realized losses as soon as credible publicly available information emerges to confirm such developments. Absent issuer-specific circumstances that would result in a contrary conclusion, any equity security with an unrealized investment loss amounting to a 20% or greater decline for a six month period is considered other-than-temporarily-impaired. In the event the Company’s estimate of other-than-temporary impairments is insufficient at any point in time, future periods’ net income or loss would be affected adversely by the recognition of additional realized or im pairment losses, but its financial condition would not necessarily be affected adversely inasmuch as such losses, or a portion of them, could have been recognized previously as unrealized losses.

The following tables show certain information relating to the Company’s fixed maturity and equity portfolios as of the dates shown:

Credit Quality Ratings of Fixed Maturity Securities (a)

	December 31,
	2010		2009
Aaa	21.3	%	22.3	%
Aa	20.6		20.3
A	29.9		30.3
Baa	26.9		25.7
Total investment grade	98.7		98.6
All other (b)	1.3		1.4
Total	100.0	%	100.0	%

(a) Credit quality ratings used are those assigned primarily by Moody’s for U.S. Governments, Agencies and Corporate issuers and by Standard & Poor’s ("S&P") for U.S. and Canadian Municipal issuers, which are converted to equivalent Moody’s ratings classifications.

(b) "All other" includes non-investment grade or non-rated issuers.

Gross Unrealized Losses Stratified by Industry Concentration for Non-Investment Grade Fixed Maturity Securities

	December 31, 2010
				Gross
	Amortized			Unrealized
	Cost			Losses
Fixed Maturity Securities by Industry Concentration:
Banking	$	21.1		$	.9
Retail		4.1			.1
Industrials		2.6			-
Other		.3			-
Total	$	28.2	(c)	$	1.0

(c) Represents .4% of the total fixed maturity securities portfolio.

37

Gross Unrealized Losses Stratified by Industry Concentration for Investment Grade Fixed Maturity Securities

	December 31, 2010
				Gross
	Amortized			Unrealized
	Cost			Losses
Fixed Maturity Securities by Industry Concentration:
Municipals	$	118.6		$	7.0
U.S. Governments and Agencies		297.6			4.3
Utilities		103.1			2.8
Industrials		62.8			1.7
Other (includes 17 industry groups)		503.3			8.3
Total	$	1,085.6	(d)	$	24.2

(d) Represents 13.5% of the total fixed maturity securities portfolio.

Gross Unrealized Losses Stratified by Industry Concentration for Equity Securities

	December 31, 2010
				Gross
				Unrealized
	Cost			Losses
Equity Securities by Industry Concentration:
Index Funds	$	98.8		$	2.1
Health Care		6.3			-
Insurance		-			-
Total	$	105.2	(e)	$	2.2	(f)

(e) Represents 26.1% of the total equity securities portfolio.

(f) Represents .6% of the cost of the total equity securities portfolio, while gross unrealized gains represent 67.5% of the portfolio.

Gross Unrealized Losses Stratified by Maturity Ranges for All Fixed Maturity Securities

	December 31, 2010
	Amortized Cost
	of Fixed Maturity Securities				Gross Unrealized Losses
			Non-				Non-
			Investment				Investment
	All		Grade Only		All		Grade Only
Maturity Ranges:
Due in one year or less	$	29.4	$	-	$	-	$	-
Due after one year through five years		493.4		27.9		6.8		1.0
Due after five years through ten years		414.5		.3		9.4		-
Due after ten years		176.3		-		9.0		-
Total	$	1,113.8	$	28.2	$	25.3	$	1.0

38

Gross Unrealized Losses Stratified by Duration and Amount of Unrealized Losses

	December 31, 2010
	Amount of Gross Unrealized Losses
	Less than						Total Gross
	20% of		20% to 50%		More than		Unrealized
	Cost		of Cost		50% of Cost		Loss
Number of Months in Loss Position:
Fixed Maturity Securities:
One to six months	$	24.1	$	-	$	-	$	24.1
Seven to twelve months		-		-		-		-
More than twelve months		.9		.2		-		1.2
Total	$	25.0	$	.2	$	-	$	25.3
Equity Securities:
One to six months	$	-	$	-	$	-	$	-
Seven to twelve months		-		-		-		-
More than twelve months		2.1		-		-		2.1
Total	$	2.1	$	-	$	-	$	2.2
Number of Issues in Loss Position:
Fixed Maturity Securities:
One to six months		278		-		-		278
Seven to twelve months		-		-		-		-
More than twelve months		4		1		-		5
Total		282		1		-		283	(g)
Equity Securities:
One to six months		1		-		-		1
Seven to twelve months		-		-		-		-
More than twelve months		1		1		-		2
Total		2		1		-		3	(g)

(g) At December 31, 2010 the number of issues in an unrealized loss position represent 13.5% as to fixed maturities, and 7.1% as to equity securities of the total number of such issues held by the Company.

The aging of issues with unrealized losses employs balance sheet date fair value comparisons with an issue’s original cost net of other-than-temporary impairment adjustments. The percentage reduction from such adjusted cost reflects the decline as of a specific point in time (December 31, 2010 in the above table) and, accordingly, is not indicative of a security’s value having been consistently below its cost at the percentages shown nor throughout the periods shown.

Age Distribution of Fixed Maturity Securities

	December 31,
	2010		2009
Maturity Ranges:
Due in one year or less	10.5	%	9.3	%
Due after one year through five years	52.2		55.0
Due after five years through ten years	34.6		34.9
Due after ten years through fifteen years	1.3		.8
Due after fifteen years	1.4		-
Total	100.0	%	100.0	%
Average Maturity in Years	4.6		4.4
Duration (h)	3.8		3.8

(h) Duration is used as a measure of bond price sensitivity to interest rate changes. A duration of 3.8 as of December 31, 2010 implies that a 100 basis point parallel increase in interest rates from current levels would result in a possible decline in the fair value of the long-term fixed maturity investment portfolio of approximately 3.8%.

39

Composition of Unrealized Gains (Losses)

		December 31,
		2010		2009
Fixed Maturity Securities:
Amortized cost		$	8,070.4	$	7,896.2
Estimated fair value			8,532.2		8,326.8
Gross unrealized gains			487.0		448.0
Gross unrealized losses			(25.3)		(17.4)
Net unrealized gains (losses)		$	461.7	$	430.5
Equity Securities:
Original cost		$	648.3	$	674.9
Adjusted cost(*)			402.8		357.5
Estimated fair value			672.4		502.9
Gross unrealized gains			271.7		159.0
Gross unrealized losses			(2.2)		(13.7)
Net unrealized gains (losses)		$	269.5	$	145.3
	(*) net of OTTI adjustments

Other Assets - Among other major assets, substantially all of the Company’s receivables are not past due. Reinsurance recoverable balances on paid or estimated unpaid losses are deemed recoverable from solvent reinsurers or have otherwise been reduced by allowances for estimated amounts unrecoverable. Deferred policy acquisition costs are estimated by taking into account the variable costs of producing specific types of insurance policies, and evaluating their recoverability on the basis of recent trends in claims costs. The Company’s deferred policy acquisition cost balances have not fluctuated substantially from period-to-period and do not represent significant percentages of assets or shareholders’ equity.

Liquidity - The parent holding company meets its liquidity and capital needs principally through dividends paid by its subsidiaries. From time to time additional cash needs are also met by accessing Old Republic’s commercial paper program and/or debt and equity capital markets. The insurance subsidiaries' ability to pay cash dividends to the parent company is generally restricted by law or subject to approval of the insurance regulatory authorities of the states in which they are domiciled. The Company can receive up to $306.5 in dividends from its subsidiaries in 2011 without the prior approval of regulatory authorities. The liquidity achievable through such permitted dividend payments is consider ed adequate to cover the parent holding company’s currently expected cash outflows represented mostly by interest and scheduled repayments on outstanding debt, quarterly cash dividend payments to shareholders, modest operating expenses, and the near-term capital needs of its operating subsidiaries. Old Republic can currently access the commercial paper market for up to $150.0 although capital market considerations at any point in time may not enable the Company to do so.

Capitalization - Old Republic’s total capitalization of $4,596.4 at December 31, 2010 consisted of debt of $475.0 and common shareholders' equity of $4,121.4. Changes in the common shareholders’ equity account for the three most recent years reflect primarily operating results for the period then ended, dividend payments, and changes in market valuations of invested assets. Old Republic has paid cash dividends to its shareholders without interruption since 1942, and has increased the annual rate in each of the past 29 years. The dividend rate is reviewed and approved by the Board of Directors on a quarterly basis each year. In establishing each year’s cash dividend rate the Company does not follow a strict formulaic approach. Rather, it favors a gradual rise in the annual dividend rate that is largely reflective of long-term consolidated operating earnings trends. Accordingly, each year’s dividend rate is set judgmentally in consideration of such key factors as the dividend paying capacity of the Company’s insurance subsidiaries, the trends in average annual statutory and GAAP earnings for the five most recent calendar years, and management’s long-term expectations for the Company’s consolidated business.

Under state insurance regulations, the Company’s three mortgage guaranty insurance subsidiaries are required to operate at a maximum risk to capital ratio of 25:1 or otherwise hold minimum amounts of capital based on specified formulas. If a company’s risk to capital ratio exceeds the limit or its capital falls below the minimum prescribed levels, absent expressed regulatory approval, it may be prohibited from writing new business until its risk to capital ratio falls below the limit or it reestablishes the required minimum levels of capital. At December 31, 2010, the statutory risk to capital ratio was 28.4:1 for the three companies combined. A continuation of operating losses could further reduce statutory surplus thus increasing the risk to capital ratio which the Company evaluates on a quarterly basis.

40

The Company’s principal mortgage insurance subsidiary, Republic Mortgage Insurance Company ("RMIC"), breached the minimum capital requirement during the third quarter of 2010. In anticipation of this occurrence, RMIC had previously requested and subsequently received waivers or forbearance of the minimum policyholder position requirements from the regulatory authorities in these states with the exception of Ohio. These waivers are subject to monitoring and other conditions which vary by regulatory authority. The waivers in several states, including the domiciliary state of North Carolina, expire on July 1, 2011. The Company has petitioned the State of North Carolina for an extension of the waiver. Notwithstanding scheduled expirations, waivers may be withdrawn at anytime at a regulator's discretion. As such, there can be no cert ainty that waivers will remain in place or be extended, nor that RMIC will meet their capital requirements by the end of the waiver period. Absent a waiver, RMIC could be barred from writing any new business in one of these states unless and until its capital base has recovered, and, further, there is no certainty of when or if it will recover. New insurance written in the states that have not issued a waiver to RMIC represented 7.4% of such new insurance for 2010.

The Company has access to various capital resources including dividends from its subsidiaries, holding company investments, undrawn capacity under its commercial paper program, and access to debt and equity capital markets. At December 31, 2010, the Company’s consolidated debt to equity ratio was 11.5%. This relatively low level of financial leverage should provide the Company with additional borrowing capacity to meet its capital commitments. During the second quarter of 2009, additional capital funds of $30.0 and $132.0 were directed to the title and general insurance segments, respectively, to enhance insurance capacity. In 2010, $15.0 was added to the title segment.

Contractual Obligations - The following table shows certain information relating to the Company’s contractual obligations as of December 31, 2010:

	Payments Due in the Following Years
					2012 and		2014 and		2016 and
	Total		2011		2013		2015		After
Contractual Obligations:
Debt	$	473.5	$	3.3	$	323.5	$	7.5	$	139.1
Interest on Debt		153.8		35.0		30.4		16.6		71.6
Operating Leases		224.9		55.2		84.5		44.9		40.0
Pension Benefits Contributions (a)		110.3		19.5		53.4		27.5		9.7
Claim & Claim Expense Reserves (b)		8,814.6		2,598.8		2,265.3		886.1		3,064.3
Total	$	9,777.2	$	2,712.0	$	2,757.3	$	982.8	$	3,325.0

(a) Represents estimated minimum funding of contributions for the Old Republic International Salaried Employees Restated Retirement Plan (the Old Republic Plan), the Bituminous Casualty Corporation Retirement Income Plan (the Bitco Plan), the Old Republic National Title Group Pension Plan (the Title Plan), and the PMA Capital Corporation Pension Plan (the PMA Plan). Funding of the plans is dependent on a number of factors including actual performance versus actuarial assumptions made at the time of the actuarial valuations, as well as, maintaining certain funding levels relative to regulatory requirements.

(b) Amounts are reported gross of reinsurance. As discussed herein with respect to the nature of loss reserves and the estimating process utilized in their establishment, the Company’s loss reserves do not have a contractual maturity date. Estimated gross loss payments are based primarily on historical claim payment patterns, are subject to change due to a wide variety of factors, do not reflect anticipated recoveries under the terms of reinsurance contracts, and cannot be predicted with certainty. Actual future loss payments may differ materially from the current estimates shown in the table above.

RESULTS OF OPERATIONS

Revenues:  Premiums & Fees

Pursuant to GAAP applicable to the insurance industry, revenues are recognized as follows:

Substantially all general insurance premiums pertain to annual policies and are reflected in income on a pro-rata basis in association with the related benefits, claims and expenses. Earned but unbilled premiums are generally taken into income on the billing date, while adjustments for retrospective premiums, commissions and similar charges or credits are accrued on the basis of periodic evaluations of current underwriting experience and contractual obligations.

The Company’s mortgage guaranty premiums primarily stem from monthly installments paid on long duration, guaranteed renewable insurance policies. Substantially all such premiums are written and earned in the month coverage is effective. With respect to relatively few annual or single premium policies, earned premiums are largely recognized on a pro-rata basis over the terms of the policies. As described more fully in the Mortgage Guaranty Group’s Risk Factors for premium income and long-term claim exposures, there is a risk that the revenue recognition for insured loans is not appropriately matched to the risk exposure and the consequent recognition of both normal and catastrophic loss occurrences.

41

Title premium and fee revenues stemming from the Company’s direct operations (which include branch offices of its title insurers and wholly owned agency subsidiaries) represent approximately 36% of 2010 consolidated title business revenues. Such premiums are generally recognized as income at the escrow closing date which approximates the policy effective date. Fee income related to escrow and other closing services is recognized when the related services have been performed and completed. The remaining 64% of consolidated title premium and fee revenues is produced by independent title agents and underwritten title companies. Rather than making estimates that could be subject to significant variance from actual premium and fee production, the Company recognizes revenues from those sources upon receipt. Such receipts can reflect a three to four month lag relative to the effective date of the underlying title policy, and are offset concurrently by production expenses and claim reserve provisions.

The major sources of Old Republic’s earned premiums and fees for the periods shown were as follows:

	Earned Premiums and Fees
												% Change
												from prior
	General		Mortgage		Title		Other			Total		period
Years Ended December 31:
2008	$	1,989.3	$	592.5	$	656.1	$	80.1	$		3,318.1		-7.9	%
2009		1,782.5		644.5		888.4		73.3			3,388.9		2.1
2010	$	1,782.1	$	498.8	$	1,211.0	$	81.4	$		3,573.5		5.4	%

General Insurance Group earned premiums have trended lower during the past three years as a moderately declining rate environment for most commercial insurance prices has hindered retention of some business and precluded meaningful additions to the premium base.

Mortgage Guaranty Group earned premiums continued to decline during 2010 due to lower volumes of new insurance, higher premium refunds related to claim rescissions, and the termination of pool insurance contracts. Moreover, new business volume reflected continued weakness from the downturn in overall mortgage originations, lower industry penetration of the mortgage market, and the continuing effects of more selective underwriting guidelines in place since late 2007. 2009 mortgage guaranty premium revenue increased 8.8% by comparison to 2008 primarily due to the commutation of certain reinsurance agreements during the third quarter of 2009. GAAP requires that commutation reinsurance premiums of $82.5 received from lenders’ captive insurers to cover future periods’ losses be recognized immediately as income as of the effecti ve date of the reinsurance commutation agreements. Excluding the effect of immediate premium revenue recognition for these reinsurance commutation agreements, mortgage guaranty premium revenue would have reflected a year-over-year decline of 4.1% in 2009. Lower premium revenue trends for the past three years have been mitigated somewhat by greater business persistency levels for business produced in prior years, and by a continuing decline in premiums ceded to lender-owned (captive) reinsurance companies.

Title Group premium and fee revenues grew by 36.3% and 35.4% in 2010 and 2009, respectively, as a result of greater refinance transactions in late 2008 and early 2009 and from market share gains taken from title industry dislocations and consolidations.

The percentage allocation of net premiums earned for major insurance coverages in the General Insurance Group was as follows:

	General Insurance Earned Premiums by Type of Coverage
	Commercial						Inland
	Automobile						Marine
	(mostly		Workers’		Financial		and		General
	trucking)		Compensation		Indemnity		Property		Liability		Other
Years Ended December 31:
2008	34.9	%	21.0	%	16.1	%	9.7	%	7.5	%	10.8	%
2009	36.6		21.7		13.5		9.5		8.0		10.7
2010	38.0	%	25.2	%	11.2	%	8.9	%	6.4	%	10.3	%

Earned premiums included in the above table within the Financial Indemnity Coverages category and related risk in force pertaining to the Company’s consumer credit indemnity ("CCI") coverage have been in a downtrend since 2008. The decline is largely due to a temporary discontinuation of active sales efforts due to the lack of market demand for the Company’s current offerings. The following table shows CCI net premiums earned during the indicated periods and the maximum calculated risk in force at the end of the respective periods. Net earned premiums include additional premium adjustments arising from the variable claim experience of individual policies subject to retrospective rating plans. Risk in force reflects estimates of the maximum risk exposures at the inception of individual policies adjusted for cumulative claim costs and the lower outstanding loan balances attributed to such policies through the end of the periods shown below.

42

	Net CCI Earned Premiums
			% of General
			Insurance		Risk in
	Amount		Group		Force
Years Ended December 31:
2008	$	204.3	10.3	%	$	2,613.8
2009		121.4	6.8			2,004.8
2010	$	87.9	4.9	%	$	1,518.6

The following tables provide information on production and related risk exposure trends for Old Republic’s Mortgage Guaranty Group:

Mortgage Guaranty Production by Type
	Traditional
New Insurance Written:	Primary		Bulk		Other		Total
Years Ended December 31:
2008	$	20,861.9	$	3.5	$	1,123.5	$	21,989.0
2009		7,899.2		-		.5		7,899.8
2010	$	3,990.2	$	-	$	-	$	3,990.2
	Traditional
New Risk Written by Type:	Primary		Bulk		Other		Total
Years Ended December 31:
2008	$	4,815.0	$	.6	$	11.8	$	4,827.5
2009		1,681.7		-		-		1,681.7
2010	$	930.0	$	-	$	-	$	930.0

	Earned Premiums				Persistency
					Traditional
Premium and Persistency Trends by Type:	Direct		Net		Primary		Bulk
Years Ended December 31:
2008	$	698.4	$	592.5	83.9	%	88.4	%
2009		648.6		644.5	82.8		88.3
2010	$	529.5	$	498.8	82.1	%	88.0	%

While there is no consensus in the marketplace as to the precise definition of "sub-prime", Old Republic generally views loans with credit (FICO) scores less than 620, loans underwritten with reduced levels of documentation and loans with loan to value ratios in excess of 95% as having a higher risk of default. Risk in force concentrations by these attributes are disclosed in the following tables for both traditional primary and bulk production. Premium rates for loans exhibiting greater risk attributes are typically higher in anticipation of potentially greater defaults and claim costs. Additionally, bulk insurance policies, which represent 6.6% of total net risk in force as of year end 2010, are frequently subject to deductibles and aggregate stop losses which serve to limit the overall risk on a pool of insured loans. As the declin e in the housing markets has accelerated and mortgage lending standards have tightened, rising defaults and the attendant increases in reserves and paid claims on higher risk loans have become more significant drivers of increased claim costs.

Net Risk in Force
	Traditional
Net Risk in Force By Type:	Primary		Bulk		Other		Total
Years Ended December 31:
2008	$	20,463.0	$	2,055.0	$	457.0	$	22,975.1
2009		18,727.9		1,776.7		297.2		20,801.9
2010	$	16,557.4	$	1,187.0	$	256.1	$	18,000.6

43

Analysis of Risk in Force
					FICO
	FICO less		FICO 620		Greater		Unscored/
Risk in Force Distribution By FICO Scores:	than 620		to 680		than 680		Unavailable
Traditional Primary:
As of December 31:
2008	7.0	%	30.5	%	60.5	%	2.0	%
2009	6.5		28.8		63.1		1.6
2010	6.4	%	27.5	%	64.7	%	1.4	%
Bulk(a):
As of December 31:
2008	18.2	%	33.7	%	47.9	%	.2	%
2009	17.6		33.1		49.2		.1
2010	23.2	%	32.1	%	44.6	%	.1	%

(a) Bulk pool risk in-force, which represented 32.1% of total bulk risk in-force at December 31, 2010, has been allocated pro-rata based on insurance in-force.

Analysis of Risk in Force
	LTV		LTV		LTV		LTV
	85.0		85.01		90.01		Greater
Risk in Force Distribution By Loan to Value ("LTV") Ratio:	and below		to 90.0		to 95.0		than 95.0
Traditional Primary:
As of December 31:
2008	5.1	%	35.5	%	31.6	%	27.8	%
2009	5.3		36.4		31.6		26.7
2010	5.2	%	36.5	%	32.3	%	26.0	%
Bulk(a):
As of December 31:
2008	63.5	%	20.1	%	8.6	%	7.8	%
2009	65.9		18.4		7.8		7.9
2010	57.7	%	22.8	%	9.6	%	9.9	%

Risk in Force Distribution By Top Ten States:

	Traditional Primary
	FL		TX		GA		IL		OH		CA		NJ		PA		VA		NC
As of December 31:
2008	8.3	%	8.1	%	5.2	%	5.2	%	3.2	%	5.5	%	3.1	%	3.8	%	2.9	%	4.4	%
2009	8.1		8.5		5.2		5.1		3.2		5.5		3.1		4.0		2.9		4.5
2010	7.5	%	8.7	%	5.2	%	5.0	%	3.3	%	5.1	%	3.1	%	4.2	%	2.9	%	4.7	%

	Bulk (a)
	FL		TX		GA		IL		OH		CA		NJ		PA		AZ		NY
As of December 31:
2008	10.0	%	4.6	%	4.0	%	3.9	%	3.1	%	18.2	%	3.4	%	2.7	%	4.3	%	5.4	%
2009	10.4		4.6		4.0		4.0		3.2		17.8		3.5		2.6		4.1		5.4
2010	9.9	%	5.3	%	4.3	%	4.0	%	3.9	%	15.8	%	3.3	%	3.1	%	3.5	%	6.0	%

	Full		Reduced
Risk in Force Distribution By Level of Documentation:	Docu­-		Docu­-
	mentation		mentation
Traditional Primary:
As of December 31:
2008	90.0	%	10.0	%
2009	91.1		8.9
2010	92.4	%	7.6	%
Bulk (a):
As of December 31:
2008	49.1	%	50.9	%
2009	49.4		50.6
2010	57.7	%	42.3	%

44

Risk in Force Distribution By Loan Type:
	Fixed Rate
	& ARMs		ARMs with
	with Resets		Resets <5
	>=5 Years		years
Traditional Primary:
As of December 31:
2008	95.8	%	4.2	%
2009	96.3		3.7
2010	96.8	%	3.2	%
Bulk (a):
As of December 31:
2008	74.4	%	25.6	%
2009	75.4		24.6
2010	69.6	%	30.4	%

(a) Bulk pool risk in-force, which represented 32.1% of total bulk risk in-force at December 31, 2010, has been allocated pro-rata based on insurance in-force.

The following table shows the percentage distribution of Title Group premium and fee revenues by production sources:

Title Premium and Fee Production by Source
			Independent
			Title
	Direct		Agents &
	Operations		Other
Years Ended December 31:
2008	36.8	%	63.2	%
2009	38.5		61.5
2010	35.6	%	64.4	%

Revenues: Net Investment Income

Net investment income is affected by trends in interest and dividend yields for the types of securities in which the Company’s funds are invested during each reporting period. The following tables reflect the segmented and consolidated invested asset bases as of the indicated dates, and the investment income earned and resulting yields on such assets. Since the Company can exercise little control over fair values, yields are evaluated on the basis of investment income earned in relation to the cost of the underlying invested assets, though yields based on the fair values of such assets are also shown in the statistics below.

											Fair		Invested
	Invested Assets at Adjusted Cost										Value		Assets at
							Corporate				Adjust-		Fair
	General		Mortgage		Title		and Other		Total		ment		Value
As of December 31:
2009	$	5,670.9	$	2,466.3	$	615.2	$	355.2	$	9,107.8	$	580.6	$	9,688.4
2010	$	6,451.2	$	2,039.2	$	636.0	$	394.1	$	9,520.5	$	738.7	$	10,259.3

	Net Investment Income										Yield at
							Corporate				Original		Fair
	General		Mortgage		Title		and Other		Total		Cost		Value
Years Ended
December 31:
2008	$	253.6	$	86.8	$	25.1	$	11.6	$	377.3	4.27	%	4.33	%
2009		258.9		92.0		25.2		7.2		383.5	4.15		4.17
2010	$	260.1	$	84.9	$	26.5	$	7.3	$	379.0	3.94	%	3.80	%

Consolidated net investment income declined by 1.2% and .7% in 2010 and 2008, respectively, and grew by 1.6% in 2009. This revenue source is affected by changes in the invested asset base which are mainly driven by consolidated operating cash flows, by a concentration of investable assets in interest-bearing securities, and by changes in market rates of return. Yield trends reflect the relatively short maturity of Old Republic’s fixed maturity securities portfolio as well as continuation of a relatively lower yield environment during the past several years. 2010 net investment income includes a contribution of $2.9 from PMA in the fourth quarter of the year.

45

Revenues: Net Realized Gains (Losses)

The Company's investment policies are not designed to maximize or emphasize the realization of investment gains. Rather, these policies aim for a stable source of income from interest and dividends, protection of capital, and the providing of sufficient liquidity to meet insurance underwriting and other obligations as they become payable in the future. Dispositions of fixed maturity securities generally arise from scheduled maturities and early calls; in 2010, 2009 and 2008, 45.5%, 87.2% and 90.1%, respectively, of all such dispositions resulted from these occurrences. Dispositions of securities at a realized gain or loss reflect such factors as ongoing assessments of issuers’ business prospects, rotation among industry sectors, changes in credit quality, and tax planning considerations. Additionally, the amount of net realized gains and losses registered in any one accounting period are affected by the aforementioned assessments of securities’ values for other-than-temporary impairment. As a result of the interaction of all these factors and considerations, net realized investment gains or losses can vary significantly from period-to-period, and, in the Company’s view, are not indicative of any particular trend or result in the basics of its insurance business.

The 2010 realized gains on fixed maturity securities reflect the sale of certain tax-exempt municipal bonds. The gains on equity securities reflect the recovery of value realized upon the sale of a common stock security previously impaired in 2008. All sales proceeds were redirected to taxable bonds with higher investment yields and a diversified portfolio of equity securities with concentrations within the utility and energy industries.

	Realized Gains (Losses) on
	Disposition of Securities						Impairment Losses on Securities
			Equity						Equity
			securities						securities				Net
	Fixed		and miscell-				Fixed		and miscell-				realized
	maturity		aneous				maturity		aneous				gains
	securities		investments		Total		securities		investments		Total		(losses)
Years Ended
December 31:
2008	$	(25.0)	$	20.9	$	(4.1)	$	(11.5)	$	(470.7)	$	(482.3)	$	(486.4)
2009		4.2		11.7		15.9		(1.5)		(8.0)		(9.5)		6.3
2010	$	79.1	$	31.2	$	110.3	$	-	$	(1.2)	$	(1.2)	$	109.1

Expenses: Benefits and Claims

The Company records the benefits, claims and related settlement costs that have been incurred during each accounting period. Total claim costs are affected by the amount of paid claims and the adequacy of reserve estimates established for current and prior years’ claim occurrences at each balance sheet date.

The following table shows a breakdown of gross and net of reinsurance claim reserve estimates for major types of insurance coverages as of December 31, 2010 and 2009:

	Claim and Loss Adjustment Expense Reserves
	December 31,
	2010				2009
	Gross		Net		Gross		Net
Commercial automobile (mostly trucking)	$	1,111.8	$	917.5	$	1,049.4	$	860.5
Workers’ compensation		3,508.5		1,823.0		2,258.1		1,285.6
General liability		1,317.3		650.4		1,281.8		638.7
Other coverages		624.6		387.9		649.1		444.7
Unallocated loss adjustment expense reserves		191.0		149.1		141.9		104.7
Total general insurance reserves		6,753.5		3,928.1		5,380.4		3,334.3
Mortgage guaranty		1,729.7		1,614.0		2,225.6		1,962.6
Title		281.2		281.2		260.8		260.8
Life and health		24.2		20.0		29.0		21.5
Unallocated loss adjustment expense reserves -
other coverages		25.8		25.8		19.1		19.1
Total claim and loss adjustment expense reserves	$	8,814.6	$	5,869.3	$	7,915.0	$	5,598.5
Asbestosis and environmental claim reserves included
in the above general insurance reserves:
Amount	$	195.7	$	144.9	$	172.8	$	136.9
% of total general insurance reserves		2.9%		3.7%		3.2%		4.1%

46

The Company’s reserve for loss and loss adjustment expenses represents the accumulation of estimates of ultimate losses, including incurred but not reported losses and loss adjustment expenses. The establishment of claim reserves by the Company’s insurance subsidiaries is a reasonably complex and dynamic process influenced by a large variety of factors as further discussed below. Consequently, reserves established are a reflection of the opinions of a large number of persons, of the application and interpretation of historical precedent and trends, of expectations as to future developments, and of management’s judgment in interpreting all such factors. At any point in time, the Company is exposed to possibly higher or lower than anticipated claim costs and the resulting changes in estimates are recorded in operations of the periods during which they are made. Increases to prior reserve estimates are often referred to as unfavorable development whereas any changes that decrease previous estimates of the Company’s ultimate liability are referred to as favorable development. A substantial portion of the decline in mortgage guaranty reserves at December 31, 2010 resulted from the previously noted cancellation of certain pool insurance policies and increased claim payments.

Overview of Loss Reserving Process

Most of Old Republic’s consolidated claim and related expense reserves stem from its general insurance business. At December 31, 2010, such reserves accounted for 76.6% and 66.9% of consolidated gross and net of reinsurance reserves, respectively, while similar reserves at December 31, 2009 represented 68.0% and 59.6% of the respective consolidated amounts.

The Company’s reserve setting process reflects the nature of its insurance business and the decentralized basis upon which it is conducted. Old Republic’s general insurance operations encompass a large variety of lines or classes of commercial insurance; it has negligible exposure to personal lines such as homeowners or private passenger automobile insurance that exhibit wide diversification of risks, significant frequency of claim occurrences, and high degrees of statistical credibility. Additionally, the Company’s insurance subsidiaries do not provide significant amounts of insurance protection for premises; most of its property insurance exposures relate to cargo, incidental property, and insureds’ inland marine assets. Consequently, the wide variety of policies issued and commercial insurance customers served require that loss reserves be analyzed and established in the context of the unique or different attributes of each block or class of business produced by the Company. For example, accident liability claims emanating from insured trucking companies or from general aviation customers become known relatively quickly, whereas claims of a general liability nature arising from the building activities of a construction company may emerge over extended periods of time. Similarly, claims filed pursuant to errors and omissions or directors and officers’ ("E&O/D&O") liability coverages are usually not prone to immediate evaluation or quantification inasmuch as many such claims may be litigated over several years and their ultimate costs may be affected by the vagaries of judged or jury verdicts. Approximately 90% of the general insurance group’s claim reserves stem from liability insurance coverages for commercial customers which typically require more extended periods of investigation and at times protracted litigation before they are finally settled. As a consequence of these and other factors, Old Republic does not utilize a single, overarching loss reserving approach.

The Company prepares periodic analyses of its loss reserve estimates for its significant insurance coverages. It establishes point estimates for most loss costs on an insurance coverage line-by-line basis for individual subsidiaries, sub-classes, individual accounts, blocks of business or other unique concentrations of insurance risks such as directors and officers’ liability, that have similar attributes. Actuarially or otherwise derived ranges of reserve levels are not utilized as such in setting these reserves. Instead the reported reserves encompass the Company’s best point estimates at each reporting date and the overall reserve level at any point in time therefore represents the compilation of a very large number of reported reserve estimates and the results of a variety of formula calculations largely driven by stat istical analysis of historical data. Reserve releases or additions are implicitly covered by the point estimates incorporated in total reserves at each balance sheet date. The Company does not project future variability or make an explicit provision for uncertainty when determining its best estimate of loss reserves. Over the most recent decade actual incurred losses have developed within a reasonable range of their original estimates.

Aggregate loss reserves consist of liability estimates for claims that have been reported ("case") to the Company’s insurance subsidiaries and reserves for claims that have been incurred but not yet reported ("IBNR") or whose ultimate costs may not become fully apparent until a future time. Additionally, the Company establishes unallocated loss adjustment expense reserves for loss settlement costs that are not directly related to individual claims. Such reserves are based on prior years’ cost experience and trends, and are intended to cover the unallocated costs of claim departments’ administration of case and IBNR claims over time. Long-term, disability-type workers’ compensation reserves are discounted to present value based on interest rates that range from 3.5% to 4.0%. The amount of discount reflected in t he year end net reserves totaled $231.0, $143.9 and $156.8 as of December 31, 2010, 2009, and 2008, respectively.

A large variety of statistical analyses and formula calculations are utilized to provide for IBNR claim costs as well as additional costs that can arise from such factors as monetary and social inflation, changes in claims administration processes, changes in reinsurance ceded and recoverability levels, and expected trends in claim costs and related ratios. Typically, such formulas take into account so-called link ratios that represent prior years’ patterns of incurred or paid loss trends between succeeding years, or past experience relative to progressions of the number of claims reported over time and ultimate average costs per claim.

47

Overall, reserves pertaining to several hundred large individual commercial insurance accounts that exhibit sufficient statistical credibility, and at times may be subject to retrospective premium rating plans or the utilization of varying levels or types of self-insured retentions through captive insurers and similar risk management mechanisms are established on an account by account basis using case reserves and applicable formula-driven methods. Large account reserves are usually set and analyzed for groups of coverages such as workers’ compensation, commercial auto and general liability that are typically underwritten jointly for many customers. For certain so-called long-tail categories of insurance such as retained or assumed excess liability or excess workers’ compensation, officers and directors’ liability, a nd commercial umbrella liability relative to which claim development patterns are particularly long, more volatile, and immature in their early stages of development, the Company judgmentally establishes the most current accident years’ loss reserves on the basis of expected loss ratios. Such expected loss ratios typically reflect currently estimated loss ratios from prior accident years, adjusted for the effect of actual and anticipated rate changes, actual and anticipated changes in coverage, reinsurance, mix of business, and other anticipated changes in external factors such as trends in loss costs or the legal and claims environment. Expected loss ratios are generally used for the two to three most recent accident years depending on the individual class or category of business. As actual claims data emerges in succeeding interim and annual periods, the original accident year loss ratio assumptions are validated or otherwise adjusted sequentially through the application of statistical projection tec hniques such as the Bornhuetter/Ferguson method which utilizes data from the more mature experience of prior years to arrive at a likely indication of more recent years’ loss trends and costs.

Mortgage guaranty insurancereserves for unpaid claims and claim adjustment expenses are recognized only upon an instance of default. The latter is defined as an insured mortgage loan that has missed two or more consecutive monthly payments. Loss reserves are therefore based on statistical calculations that take into account the number of reported insured mortgage loan defaults as of each balance sheet date, as well as experience-based estimates of loan defaults that have occurred but have not as yet been reported ("IBNR"). Further, the loss reserve estimating process takes into account a large number of variables including trends in claim severity, potential salvage recoveries, expected cure rates f or reported loan delinquencies at various stages of default, the level of coverage rescissions and claims denials due to material misrepresentation in key underwriting information or non-compliance with prescribed underwriting guidelines, and management judgments relative to future employment levels, housing market activity, and mortgage loan interest costs, demand, and extensions. Historically coverage rescissions and claim denials as a result of material misrepresentation in key underwriting information or non-compliance with terms of the master policy have not been material; however, they have increased significantly since early 2008.

Title insuranceand related escrow services loss and loss adjustment expense reserves are established as point estimates to cover the projected settlement costs of known as well as IBNR losses related to premium and escrow service revenues of each reporting period. Reserves for known claims are based on an assessment of the facts available to the Company during the settlement process. The point estimates covering all claim reserves take into account IBNR claims based on past experience and evaluations of such variables as changing trends in the types of policies issued, changes in real estate markets and interest rate environments, and changing levels of loan refinancing, all of which can have a bear ing on the emergence, frequency, and ultimate costs of claims.

Incurred Loss Experience

Management believes that the Company’s overall reserving practices have been consistently applied over many years. For at least the past ten years, previously established aggregate reserves have produced reasonable estimates of the cumulative ultimate net costs of claims incurred. However, there are no guarantees that such outcomes will continue, and, accordingly, no representation is made that ultimate net claim and related costs will not develop in future years to be greater or lower than currently established reserve estimates. In management’s opinion, however, such potential development is not likely to have a material effect on the Company’s consolidated financial position, although it could affect materially its consolidated results of operations for any one annual or interim reporting period. See further discu ssion in this Annual Report on Form 10-K under Item 1A - Risk Factors.

48

The following table shows an analysis of changes in aggregate reserves for the Company’s losses, claims, and settlement expenses for each of the years shown:

Years Ended December 31:	2010		2009		2008
Gross reserves at beginning of year	$	7,915.0	$	7,241.3	$	6,231.1
Less: reinsurance losses recoverable		2,316.5		2,227.0		1,984.7
Net reserves at beginning of year (a)(b):
General Insurance		3,334.2		3,326.9		3,279.7
Mortgage Guaranty		1,965.4		1,382.6		644.9
Title Insurance		277.1		282.4		296.9
Other		21.5		22.2		24.7
Sub-total		5,598.5		5,014.2		4,246.3
Net reserves acquired pursuant to PMA merger (c)		643.2		-		-
Incurred claims and claim adjustment expenses:
Provisions for insured events of the current year:
General Insurance		1,426.3		1,409.2		1,520.1
Mortgage Guaranty		781.4		1,284.0		1,199.5
Title Insurance		83.4		63.6		46.3
Other		44.4		36.4		41.9
Sub-total		2,335.6		2,793.3		2,807.8
Change in provision for insured events of prior years:
General Insurance		(76.6)		(56.8)		(83.0)
Mortgage Guaranty		(15.2)		(149.9)		(18.7)
Title Insurance		13.4		6.7		(0.6)
Other		(3.2)		(1.3)		(3.8)
Sub-total		(81.5)		(201.3)		(106.1)
Total incurred claims and claim adjustment expenses(a)		2,254.1		2,592.0		2,701.6
Total increases		2,897.3		2,592.0		2,701.6
Payments:
Claims and claim adjustment expenses attributable to
insured events of the current year:
General Insurance		593.2		498.6		549.0
Mortgage Guaranty		52.3		7.8		59.8
Title Insurance		7.2		7.1		5.4
Other		33.0		25.8		30.3
Sub-total		685.9		539.3		644.5
Claims and claim adjustment expenses attributable to
insured events of prior years:
General Insurance		805.8		846.4		840.8
Mortgage Guaranty		1,056.1		543.5		383.2
Title Insurance		68.7		68.5		54.8
Other		9.6		9.9		10.2
Sub-total		1,940.4		1,468.3		1,289.0
Total payments		2,626.4		2,007.7		1,933.5
Amount of reserves for unpaid claims and claim adjustment
expenses at the end of each year, net of reinsurance
losses recoverable(a)(b)
General Insurance		3,928.1		3,334.3		3,326.9
Mortgage Guaranty		1,623.0		1,965.4		1,382.6
Title Insurance		298.0		277.1		282.4
Other		20.0		21.5		22.2
Sub-total		5,869.3		5,598.5		5,014.2
Reinsurance losses recoverable		2,945.3		2,316.5		2,227.0
Gross reserves at end of year	$	8,814.6	$	7,915.0	$	7,241.3

(a)   Changes in aggregate case, IBNR, and loss adjustment expense reserves are shown in the following table:

	2010		2009		2008
Net reserve increase(decrease):
General Insurance(*)	$	593.8	$	7.4	$	47.2
Mortgage Guaranty		(342.3)		582.8		737.7
Title Insurance		20.8		(5.3)		(14.5)
Other		(1.4)		(.7)		(2.5)
Total	$	270.8	$	584.3	$	768.0

(*) Includes reserves of $638.8 at December 31, 2010 assumed in conjunction with the PMA merger.

49

(b)   Year end net IBNR reserves carried in each segment were as follows:

	2010		2009		2008
General Insurance(**)	$	1,905.1	$	1,621.6	$	1,583.8
Mortgage Guaranty		46.2		39.7		33.0
Title Insurance		216.5		191.3		200.7
Other		5.0		9.4		9.0
Total	$	2,172.9	$	1,862.0	$	1,826.5

(**) Includes reserves of $347.7 at December 31, 2010 assumed in conjunction with the PMA merger.

(c)   Represents PMA reserves at October 1, 2010, net of reinsurance losses recoverable of $834.9.

During 2010's second half, various news accounts cited possible widespread issues pertaining to the loan foreclosure procedures of lending institutions. Basically, these accounts point to faulty documentation of such foreclosure procedures. In the Company’s opinion, the possible impact on its operating segments from foreclosure delays is summarized as follows: General Insurance -- the CCI coverage is largely unaffected because foreclosure is not a condition precedent to the filing of a claim by an insured lending institution. Mortgage guaranty -- a delay in the foreclosure proceedings will have the effect of delaying the filing and ultimate payment of claims. It is not anticipated that this will increase the number o f delinquent loans that ultimately go to claim but will result in distressed loans remaining in the later stage of delinquency until the ultimate foreclosure is resolved. Title insurance -- The current foreclosure issues could impact this line of business by legal costs associated with defending title issues created by flaws in the foreclosure proceedings. In an extreme case, a title company could be forced to reimburse the buyer of the home as a result of a faulty foreclosure proceeding. In this event, the company would look to the protections afforded it in the policy and seek remedies from the foreclosing lender. It is unlikely that these issues would have a material financial impact on our title insurance company.

The percentage of net claims, benefits and related settlement expenses incurred as a percentage of premiums and related fee revenues of the Company’s three major operating segments and for consolidated operations were as follows:

Years Ended December 31:	2010		2009		2008
General	76.4	%	76.3	%	73.0	%
Mortgage	153.6		176.0		199.3
Title	8.0		7.9		7.0
Consolidated benefits and claim ratio	63.4	%	76.7	%	81.8	%
Reconciliation of consolidated ratio:
Provision for insured events of the current year	65.7	%	82.6	%	85.0	%
Change in provision for insured events of prior years:
Due to asbestos and environmental	-		-		-
Due to all other coverages	(2.3	)	(5.9	)	(3.2	)
Net (favorable) unfavorable development	(2.3	)	(5.9	)	(3.2	)
Consolidated benefits and claim ratio	63.4	%	76.7	%	81.8	%

The consolidated benefits and claim ratio reflects the changing effects of period-to-period contributions of each segment to consolidated results, and this ratio’s variances within each segment. For the three most recent calendar years, the above table indicates that the one-year development of consolidated reserves at the beginning of each year produced average favorable developments that reduced the consolidated loss ratio by 3.8%.

The percentage of net claims, benefits and related settlement expenses measured against premiums earned by major types of general insurance coverage were as follows:

	General Insurance Claim Ratios by Type of Coverage
			Commercial						Inland
			Automobile						Marine
	All		(mostly		Workers’		Financial		and		General
	Coverages		trucking)		Compensation		Indemnity		Property		Liability		Other
Years Ended
December 31:
2008	73.0	%	76.1	%	69.4	%	95.0	%	60.5	%	64.4	%	53.9	%
2009	76.3		71.5		74.9		117.8		63.0		65.6		60.1
2010	76.4	%	73.0	%	70.7	%	126.9	%	62.8	%	64.6	%	67.1	%

50

Excluding the impact of Old Republic’s CCI business, the overall general insurance claims ratio shows reasonably consistent trends for the past three years. To a large extent this major cost factor reflects pricing and risk selection improvements that have been applied since 2001, together with elements of reduced loss severity and frequency. The higher claim ratio for financial indemnity coverages in the periods shown was driven principally by greater claim frequencies experienced in Old Republic’s CCI coverage. Even though consumer loan delinquency rates have subsided fairly steadily since mid-year 2009, the greater CCI claims costs in 2010 were driven by both higher payment trends and by increased levels of claim verification and resolution activity.

The following table shows CCI claims related trends for the periods shown:

									Effect on
									General		Reported
	CCI Claim Costs								Insurance		Delinquency		Claim
	Paid				Incurred				Claim		Ratio at End		Rescissions
	Amount		Ratio (a)		Amount		Ratio (a)		Ratio (b)		of Period		and Denials
Years Ended December 31:
2008	$	250.4	122.6	%	$	258.6	126.6	%	6.1	%	6.0	%	$	269.0
2009		256.9	211.6			214.7	176.9		7.3		6.8			974.3
2010	$	265.4	301.8	%	$	212.5	241.7	%	8.6	%	4.6	%	$	627.3

(a) Percent of net CCI earned premiums.

(b) Represents the percentage point increase in the general insurance claim ratio.

During the three most recent calendar years, the general insurance group experienced favorable development of prior year loss reserves primarily due to the commercial automobile, general aviation, and the E&O/D&O (financial indemnity) lines of business; these were partially offset by unfavorable development in workers’ compensation coverages, by ongoing development of asbestos and environmental ("A&E") claim reserves, and by unfavorable development of the CCI reserves.

CCI claims ratios in the above table include only those costs actually or expected to be paid by the Company and exclude claims not paid by virtue of coverage rescissions and claims denials as well as unsubstantiated claim submissions. Certain claim rescissions and denials may from time to time become the subject of disagreements between the Company and certain individual insureds. Possible future reversals of such rescissions and denials, however, may not necessarily affect the adequacy of previously established claim reserve levels nor fully impact operating results. These effects could be fully or partially negated by the imposition of additional retrospective premiums and/or the limiting effects of maximum policy limits.

Unfavorable developments attributable to A&E claim reserves are due to periodic re-evaluations of such reserves as well as subsequent reclassifications of other coverages’ reserves, typically workers’ compensation, deemed assignable to A&E category of losses. Except for a small portion that emanates from ongoing primary insurance operations, a large majority of the A&E claim reserves posted by Old Republic stem mainly from its participations in assumed reinsurance treaties and insurance pools which were discontinued fifteen or more years ago and have since been in run-off status. With respect to the primary portion of gross A&E reserves, Old Republic administers the related claims through its claims personnel as well as outside attorneys, and posted reserves reflect its best estimates of ultimate claim cost s. Claims administration for the assumed portion of the Company’s A&E exposures is handled by the claims departments of unrelated primary or ceding reinsurance companies. While the Company performs periodic reviews of certain claim files managed by third parties, the overall A&E reserves it establishes respond to the paid claim and case reserve activity reported to the Company as well as available industry statistical data such as so-called survival ratios. Such ratios represent the number of years’ average paid losses for the three or five most recent calendar years that are encompassed by an insurer’s A&E reserve level at any point in time. According to this simplistic appraisal of an insurer’s A&E loss reserve level, Old Republic’s average five year survival ratios stood at 5.9 years (gross) and 10.0 years (net of reinsurance) as of December 31, 2010 and 5.7 years (gross) and 10.0 years (net of reinsurance) as of December 31, 2009. The survival ratios are pres ented on a pro forma basis (unaudited) as if PMA had been consolidated with ORI for all periods presented. Fluctuations in this ratio between years can be caused by the inconsistent pay out patterns associated with these types of claims. Incurred net losses for A&E claims have averaged .6% of general insurance group net incurred losses for the five years ended December 31, 2010.

51

A summary of reserve activity, including estimates for IBNR, relating to A&E claims at December 31, 2010 and 2009 is as follows:

	December 31,
	2010				2009
	Gross		Net		Gross		Net
Asbestos:
Reserves at beginning of year	$	122.0	$	103.5	$	133.1	$	108.6
Reserves acquired pursuant to PMA merger		25.0		11.2		-		-
Loss and loss expenses incurred		(1.3)		(1.0)		(2.1)		-
Claims and claim adjustment expenses paid		(11.0)		(5.7)		(8.9)		(5.0)
Reserves at end of year		134.8		108.0		122.0		103.5
Environmental:
Reserves at beginning of year		50.7		33.4		39.3		36.4
Reserves acquired pursuant to PMA merger		14.2		8.6		-		-
Loss and loss expenses incurred		-		(1.5)		21.2		2.1
Claims and claim adjustment expenses paid		(4.0)		(3.5)		(9.8)		(5.1)
Reserves at end of year		60.8		36.9		50.7		33.4
Total asbestos and environmental reserves	$	195.7	$	144.9	$	172.8	$	136.9

Mortgage guaranty claims ratios for the year ended December 31, 2010 and 2009 were affected mostly by varying claim payment trends and reserve provisions as well as captive and pool transactions. As indicated in the above Executive Summary, Old Republic's mortgage guaranty subsidiaries negotiated the termination of various captive reinsurance and pool insurance contracts. Taken together all of these transactions reduced the incurred claim ratio by 15.0 and 25.8 percentage points for the years ended December 31, 2010 and 2009, respectively. These claim ratios had risen through year-end 2009 principally as a result of higher reserve provisions and paid losses. Reserve provisions have been impacted by the levels of reported delinquencies emanating from the downtu rn in the national economy, widespread stress in housing and mortgage finance markets, and increasing unemployment. Trends in expected and actual claim frequency and severity have been impacted to varying degrees by several factors including, but not limited to, significant declines in home prices which limit a troubled borrower’s ability to sell the mortgaged property in an amount sufficient to satisfy the remaining debt obligation, more restrictive mortgage lending standards which limit a borrower’s ability to refinance the loan, increases in housing supply relative to recent demand, historically high levels of coverage rescissions and claims denials as a result of material misrepresentation in key underwriting information or non-compliance with prescribed underwriting guidelines, and changes in claim settlement costs. The latter costs are influenced by the amount of unpaid principal outstanding on delinquent loans as well as the rising expenses of settling claims due to higher investigation co sts, legal fees, and accumulated interest expenses.

In common with all other insurance lines, mortgage guaranty paid and incurred claim and claim adjustment expenses include only those costs actually or expected to be paid by the Company, and exclude claims not paid by virtue of coverage rescissions and claims denials shown in the table below. In a similar vein, changes in mortgage guaranty aggregate case, IBNR, and loss adjustment expense reserves entering into the determination of incurred claim costs take into account a large number of variables including changes in claim cost estimates for anticipated coverage rescissions and claims denials. The effect of changes in anticipated coverage rescissions and claims denials on period end loss reserve estimates resulted in an increase (decrease) to incurred losses of $1,001.9, ($881.9) and ($830.5) for the years ended December 31, 2010, 20 09 and 2008, respectively.

Certain mortgage guaranty average claims related trends are listed below:

	Average Paid Claim				Reported Delinquency				Claims
	Amount (a)				Ratio at End of Period				Rescissions
	Traditional				Traditional				and
	Primary		Bulk		Primary		Bulk		Denials
Years Ended December 31:
2008	$	43,532	$	56,481	10.34	%	17.17	%	$	211.0
2009		48,492		59,386	16.83		30.81			719.5
2010	$	47,954	$	58,184	15.55	%	24.54	%	$	748.8

(a)Amounts are in whole dollars.

52

	Traditional Primary Delinquency Ratios for Top Ten States (b):
	FL		TX		GA		IL		OH		CA		NJ		PA		VA		NC
As of December 31:
2008	21.9	%	7.1	%	11.1	%	10.8	%	11.0	%	19.8	%	11.4	%	7.7	%	8.1	%	7.6	%
2009	34.1		10.6		18.8		19.5		16.4		30.5		21.1		11.6		13.9		12.3
2010	32.6	%	9.6	%	17.3	%	19.2	%	16.0	%	22.6	%	20.7	%	11.5	%	11.7	%	11.9	%

	Bulk Delinquency Ratios for Top Ten States (b):
	FL		TX		GA		IL		OH		CA		NJ		PA		NY		AZ
As of December 31:
2008	27.0	%	10.2	%	16.3	%	19.1	%	17.1	%	22.4	%	16.0	%	19.8	%	13.8	%	18.2	%
2009	46.5		16.3		27.6		35.7		23.4		41.3		33.3		21.7		26.8		37.5
2010	37.0	%	15.2	%	22.3	%	28.6	%	23.2	%	27.7	%	27.9	%	20.6	%	23.2	%	24.6	%

	Total Delinquency Ratios for Top Ten States (includes "other" business) (b):
	FL		TX		GA		IL		OH		CA		NJ		PA		VA		NC
As of December 31:
2008	21.3	%	7.2	%	11.2	%	10.2	%	11.4	%	17.2	%	12.1	%	8.1	%	7.3	%	6.8	%
2009	36.4		11.2		19.4		20.5		17.2		33.9		24.1		12.9		14.0		11.5
2010	32.1	%	9.9	%	17.1	%	19.1	%	16.6	%	23.2	%	21.5	%	12.1	%	10.6	%	10.9	%

(b) As determined by risk in force as of December 31, 2010, these 10 states represent approximately 49.8%, 59.0%, and 50.1%, of traditional primary, bulk, and total risk in force, respectively.

Title insuranceloss ratios have remained in the single digits for a number of years due to a continuation of favorable trends in claims frequency and severity for business underwritten since 1992 in particular. Though still reasonably contained, claim ratios have risen in the most recent three years due to the continuing downturn and economic stresses in the housing and related mortgage lending industries.

Volatility of Reserve Estimates and Sensitivity

There is a great deal of uncertainty in the estimates of loss and loss adjustment expense reserves, and unanticipated events can have both a favorable or unfavorable impact on such estimates. The Company believes that the factors most responsible, in varying and continually changing degrees, for such favorable or unfavorable development are as follows:

General insurancenet claim reserves can be affected by lower than expected frequencies of claims incurred but not reported, the effect of reserve discounts applicable to workers’ compensation claims, higher than expected severity of litigated claims in particular, governmental or judicially imposed retroactive conditions in the settlement of claims such as noted elsewhere in this document in regard to black lung disease claims, greater than anticipated inflation rates applicable to repairs and the medical benefits portion of claims, and higher than expected IBNR due to the slower and highly volatile emergence patterns applicable to certain types of claims such as those stemming from litigated, assumed reinsurance, or the A&E types of claims noted above.

Mortgage guarantynet claim reserve levels can be affected adversely by several factors. The latter include changes in the mix of insured business toward loans that have a higher probability of default, increases in the average risk per insured loan, the deterioration of regional or national economic conditions leading to a reduction in borrowers’ income and thus their ability to make mortgage payments, and reductions in housing values and/or increases in housing supply that can raise the rate at which defaults evolve into claims and affect their overall severity.

Title insuranceloss reserve levels can be impacted adversely by such developments as reduced loan refinancing activity, the effect of which can be to lengthen the period during which title policies remain exposed to loss emergence. Such reserve levels can also be impacted by reductions in either property values or the volume of transactions which, by virtue of the speculative nature of some real estate developments, can lead to increased occurrences of fraud, defalcations or mechanics’ liens.

With respect to Old Republic’s small life and healthinsurance operations, reserve adequacy may be affected adversely by greater than anticipated medical care cost inflation as well as greater than expected frequency and severity of claims. In life insurance, as in general insurance, concentrations of insured lives coupled with a catastrophic event would represent the Company’s largest exposure.

53

Loss reserve uncertainty is illustrated by the variability in loss reserve development presented in the schedule which appears under Item 1 of this Annual Report. That schedule shows the cumulative loss reserve development for each of the past ten years through December 31, 2010 for the general insurance business which currently represents 66.9% of Old Republic’s total loss and loss adjustment expense reserves, net of reinsurance reserves. For each of these ten calendar years, prior accident years’ general insurance claim reserves have developed, as a percentage of the original estimates, within a range of -9.1% unfavorable in 2000 to a 12.7% favorable development in 2005. For the ten year period the net development has averaged 4.2% favorable.

On a consolidated basis, which includes all coverages provided by the Company, the one year development on prior year loss reserves over the same ten year period has ranged from -.7% unfavorable to 10.9% favorable and averaged 4.1%. Although management does not have a practical business reason for making projections of likely outcomes of future loss developments, its analysis and evaluation of Old Republic’s existing business mix, current aggregate loss reserve levels, and loss development patterns suggests the reasonable likelihood that 2010 year-end loss reserves could ultimately develop within a range of +/- 5%. The most significant factors impacting the potential reserve development for each of the Company’s insurance segments is discussed above. While the Company has generally experienced favorable loss developments f or the latest ten year period on an overall basis, the current analysis of loss development factors and economic conditions influencing the Company’s insurance coverages indicates a gradual downward trend in favorable development during the most recent three years, with respect to general insurance. In management’s opinion, the other segments’ loss reserve development patterns show greater variability due to changes in economic conditions which cannot be reasonably anticipated. Consequently, management believes that using a 5% potential range of reserve development provides a reasonable benchmark for a sensitivity analysis of the Company’s reserves as of December 31, 2010.

Reinsurance Programs

To maintain premium production within its capacity and limit maximum losses and risks for which it might become liable under its policies, Old Republic may cede a portion or all of its premiums and liabilities on certain classes of insurance, individual policies, or blocks of business to other insurers and reinsurers. Further discussion of the Company’s reinsurance programs can be found in Part 1 of this Annual Report on Form 10-K.

Subsidiaries within the general insurance segment have generally obtained reinsurance coverage from independent insurance or reinsurance companies pursuant to excess of loss agreements. Under excess of loss reinsurance agreements the Company is generally reimbursed for claim costs exceeding contractually agreed-upon levels. During the three year period ended December 31, 2010, the Company’s net retentions have risen gradually within the general insurance segment; however, such changes have not had a material impact on the Company’s consolidated financial statements.

Generally, mortgage guaranty insurance risk has historically been reinsured through excess of loss contracts through insurers owned by or affiliated with lending institutions and financial and other intermediaries whose customers are insured by Old Republic. Effective December 31, 2008, the Company discontinued excess of loss reinsurance cessions to lenders’ captive insurance companies for all new production originated subsequent to the effective date. Traditional pro-rata ("quota share") reinsurance arrangements will continue to be offered by the Company. During the third quarter of 2009, the Mortgage Guaranty Group recaptured business previously ceded to several captives. In substance, the transactions are cut-off reinsurance commutation arrangements w hereby the captives have remitted to the Company the reserves on existing claim obligations and a risk premium for claims that will occur after the recapture date. In accordance with GAAP, the Company recorded proceeds of $148.9 and established a combination of existing claim reserves ($68.4) and premium income of $82.5 covering claims expected to occur after the transaction date. The company estimates that substantially all of these premiums will likely be absorbed by those expected claims in future periods thus negating the appearance of a current period bottom line gain from these 2009 transactions. Except for relatively few facultative reinsurance cessions covering large risks, the title insurance segment does not utilize reinsurance to manage its insurance risk.

The Company does not anticipate any significant changes to its reinsurance programs during 2011.

Expenses: Underwriting Acquisition and Other Expenses

The following table sets forth the expense ratios registered by each major business segment and in consolidation for the periods shown:

	General		Mortgage		Title		Consolidated
Years Ended December 31:
2008	24.2	%	15.7	%	103.6	%	39.1	%
2009	25.8		12.6		93.8		41.8
2010	26.6	%	14.4	%	93.0	%	48.0	%

54

Variations in the Company’s consolidated expense ratios reflect a continually chang­ing mix of coverages sold and attendant costs of producing business in the Company’s three largest business segments. To a significant degree, expense ratios for both the general and title insurance segments are mostly reflective of variable costs, such as commissions or similar charges, that rise or decline along with corresponding changes in premium and fee income. Moreover, general operating expenses can contract or expand in differing proportions due to varying levels of operating efficiencies and expense management opportunities in the face of changing market conditions.

The General Insurance expense ratio has trended up since 2008 due primarily to a declining premium base. The Mortgage Guaranty segment’s lower expense ratios for the periods shown is reflective of the continued emphasis on operating efficiency. As a consequence of the previously mentioned GAAP accounting requirement for reinsurance contract terminations, this segment’s 2009 expense ratio dropped from 14.3% to 12.6%. Production expenses for the Title segment were relatively lower as a percentage of premium and fees revenue, but rose dollar-wise in reflection of greater personnel and other production costs related to the higher revenues attained and anticipated. The Title segment’s 2008 expense ratio resulted from a decline in revenues from direct operations during these periods, most of which are concentrated in the W estern United States, to a level lower than necessary to support the fixed portion of the operating expense structure.

Expenses: Total

The composite ratios of the above summarized net claims, benefits and underwriting expenses that reflect the sum total of all the factors enumerated above have been as follows:

	General		Mortgage		Title		Consolidated
Years Ended December 31:
2008	97.2	%	215.0	%	110.6	%	120.9	%
2009	102.1		188.6		101.7		118.5
2010	103.0	%	168.0	%	101.0	%	111.4	%

Expenses: Income Taxes

The effective consolidated income tax rates (credits) were (9.2%) in 2010, (63.8%) in 2009 and (31.8%) in 2008. The rates for each year reflect primarily the varying proportions of pretax operating income (loss) derived from partially tax sheltered investment income (principally state and municipal tax-exempt interest), the combination of fully taxable investment income, realized investment gains or losses, and underwriting and service income, and judgments about the recoverability of deferred tax assets. A valuation allowance of $54.0 (equivalent to a charge of $.23 per outstanding share) was established against a deferred tax asset related to the Company’s realized losses on investments at December 31, 2008. During 2009, this valuation allowance was eliminated following an increase in the fair value of the Company’s inve stment portfolio, which continued through 2010. In 2010, a valuation allowance of $13.5 was established related to certain net operating loss and tax credit carryforwards. Of this amount, $9.6 was established through the application of purchase accounting pursuant to the Company's merger with PMA.

55

OTHER INFORMATION

Reference is here made to "Information About Segments of Business" appearing elsewhere herein.

Historical data pertaining to the operating results, liquidity, and other performance indicators applicable to an insurance enterprise such as Old Republic are not necessarily indicative of results to be achieved in succeeding years. In addition to the factors cited below, the long-term nature of the insurance business, seasonal and annual patterns in premium production and incidence of claims, changes in yields obtained on invested assets, changes in government policies and free markets affecting inflation rates and general economic conditions, and changes in legal precedents or the application of law affecting the settlement of disputed and other claims can have a bearing on period-to-period comparisons and future operating results.

Some of the oral or written statements made in the Company’s reports, press releases, and conference calls following earnings releases, can constitute "forward-looking statements" within the meaning of the Private Securities Litigation Reform Act of 1995. Of necessity, any such forward-looking statements involve assumptions, uncertainties, and risks that may affect the Company’s future performance. With regard to Old Republic’s General Insurance segment, its results can be affected, in particular, by the level of market competition, which is typically a function of available capital and expected returns on such capital among competitors, the levels of interest and inflation rates, and periodic changes in claim frequency and severity patterns caused by natural disasters, weather conditions, accidents, illnesses, work- related injuries, and unanticipated external events. Mortgage Guaranty and Title Insurance results can be affected by similar factors and by changes in national and regional housing demand and values, the availability and cost of mortgage loans, employment trends, and default rates on mortgage loans. Mortgage Guaranty results, in particular, may also be affected by various risk-sharing arrangements with business producers as well as the risk management and pricing policies of government sponsored enterprises. Life and health insurance earnings can be affected by the levels of employment and consumer spending, variations in mortality and health trends, and changes in policy lapsation rates. At the parent holding company level, operating earnings or losses are generally reflective of the amount of debt outstanding and its cost, interest income on temporary holdings of short-term investments, and period-to-period variations in the costs of administering the Company’s widespread operations.

A more detailed listing and discussion of the risks and other factors which affect the Company’s risk-taking insurance business are included in Part I, Item 1A – Risk Factors, of this Annual Report to the Securities and Exchange Commission, which Item is specifically incorporated herein by reference.

Any forward-looking statements or commentaries speak only as of their dates. Old Republic undertakes no obligation to publicly update or revise any and all such comments, whether as a result of new information, future events or otherwise, and accordingly they may not be unduly relied upon.

56

Item 7A - Quantitative and Qualitative Disclosure About Market Risk

($ in Millions)

Market risk represents the potential for loss due to adverse changes in the fair value of financial instruments as a result of changes in interest rates, equity prices, foreign exchange rates and commodity prices. Old Republic’s primary market risks consist of interest rate risk associated with investments in fixed maturities and equity price risk associated with investments in equity securities. The Company has no material foreign exchange or commodity risk.

The Company does not own or utilize derivative financial instruments for the purpose of hedging, enhancing the overall return of its investment portfolio, or reducing the cost of its debt obligations. With regard to its equity portfolio, the Company does not own any options nor does it engage in any type of option writing. Traditional investment management tools and techniques are employed to address the yield and valuation exposures of the invested assets base. The long-term fixed maturity investment portfolio is managed so as to limit various risks inherent in the bond market. Credit risk is addressed through asset diversification and the purchase of investment grade securities. Reinvestment rate risk is reduced by concentrating on non-callable issues, and by taking asset-liability matching considerations into account. Purchases of mortgage and asset backed securities, which have variable principal prepayment options, are generally avoided. Market value risk is limited through the purchase of bonds of intermediate maturity. The combination of these investment management practices is expected to produce a more stable long-term fixed maturity investment portfolio that is not subject to extreme interest rate sensitivity and principal deterioration.

The fair value of the Company’s long-term fixed maturity investment portfolio is sensitive, however, to fluctuations in the level of interest rates, but not materially affected by changes in anticipated cash flows caused by any prepayments. The impact of interest rate movements on the long-term fixed maturity investment portfolio generally affects net unrealized gains or losses. As a general rule, rising interest rates enhance currently available yields but typically lead to a reduction in the fair value of existing fixed maturity investments. By contrast, a decline in such rates reduces currently available yields but usually serves to increase the fair value of the existing fixed maturity investment portfolio. All such changes in fair value are reflected, net of deferred income taxes, directly in the shareholders’ equity account, and as a separate component of the statement of comprehensive income. Given the Company’s inability to forecast or control the movement of interest rates, Old Republic sets the maturity spectrum of its fixed maturity securities portfolio within parameters of estimated liability payouts, and focuses the overall portfolio on high quality investments. By so doing, Old Republic believes it is reasonably assured of its ability to hold securities to maturity as it may deem necessary in changing environments, and of ultimately recovering their aggregate cost.

The following table illustrates the hypothetical effect on the fixed income and equity investment portfolios resulting from movements in interest rates and fluctuations in the equity securities markets, using the S&P 500 index as a proxy, at December 31, 2010:

				Estimated Fair Value
	Estimated		Hypothetical Change in	After Hypothetical Change in
	Fair Value		Interest Rates or S&P 500	Interest Rates or S&P 500
Interest Rate Risk:
Fixed Maturities	$	8,532.2	100 basis point rate increase	$	8,208.0
			200 basis point rate increase		7,883.8
			100 basis point rate decrease		8,856.4
			200 basis point rate decrease	$	9,180.6
Equity Price Risk:
Equity Securities	$	672.4	10% increase in the S&P 500	$	765.2
			20% increase in the S&P 500		858.0
			10% decline in the S&P 500		579.6
			20% decline in the S&P 500	$	486.8

Item 8 - Financial Statements and Supplementary Data

Listed below are the consolidated financial statements included herein for Old Republic International Corporation and Subsidiaries:

	Page No.
Consolidated Balance Sheets	58
Consolidated Statements of Income	59
Consolidated Statements of Comprehensive Income	59
Consolidated Statements of Preferred Stock and
Common Shareholders’ Equity	60
Consolidated Statements of Cash Flows	61
Notes to Consolidated Financial Statements	62
Reports of Independent Registered Public Accounting Firms	90

57

Old Republic International Corporation and Subsidiaries Consolidated Balance Sheets ($ in Millions, Except Share Data)
			December 31,
			2010		2009
Assets
Investments:
Available for sale:
Fixed maturity securities (at fair value) (amortized cost: $8,070.4 and $7,896.2)			$	8,532.2	$	8,326.8
Equity securities (at fair value) (adjusted cost: $402.8 and $357.5)				672.4		502.9
Short-term investments (at fair value which approximates cost)				1,004.0		826.7
Miscellaneous investments				40.7		24.0
Total				10,249.4		9,680.5
Other investments				9.8		7.8
Total investments				10,259.3		9,688.4
Other Assets:
Cash				127.3		77.3
Securities and indebtedness of related parties				12.0		17.1
Accrued investment income				104.1		113.3
Accounts and notes receivable				1,022.9		788.6
Federal income tax recoverable:		Current		44.6		7.3
		Deferred		45.3		-
Prepaid federal income taxes				102.9		221.4
Reinsurance balances and funds held				205.4		141.9
Reinsurance recoverable:	Paid losses			96.0		66.7
	Policy and claim reserves			3,166.4		2,491.2
Deferred policy acquisition costs				230.6		206.9
Sundry assets				465.3		369.3
				5,623.4		4,501.6
Total Assets			$	15,882.7	$	14,190.0
Liabilities, Preferred Stock, and Common Shareholders’ Equity
Liabilities:
Losses, claims, and settlement expenses			$	8,814.6	$	7,915.0
Unearned premiums				1,232.4		1,038.1
Other policyholders' benefits and funds				192.4		185.2
Total policy liabilities and accruals				10,239.5		9,138.4
Commissions, expenses, fees, and taxes				424.0		266.3
Reinsurance balances and funds				383.8		321.3
Federal income tax payable: Deferred				-		47.5
Debt				475.0		346.7
Sundry liabilities				238.8		178.0
Commitments and contingent liabilities
Total Liabilities				11,761.3		10,298.6
Preferred Stock (1)				-		-
Common Shareholders’ Equity:
Common stock (1)				259.2		240.6
Additional paid-in capital				649.6		412.4
Retained earnings				2,791.4		2,927.3
Accumulated other comprehensive income (loss)				459.1		353.7
Unallocated ESSOP shares (at cost)				(38.0)		(42.7)
Treasury stock (at cost)(1)				-		-
Total Common Shareholders' Equity				4,121.4		3,891.4
Total Liabilities, Preferred Stock and Common Shareholders’ Equity			$	15,882.7	$	14,190.0

(1) At December 31, 2010 and 2009, there were 75,000,000 shares of $0.01 par value preferred stock authorized, of which no shares were outstanding. As of the same dates, there were 500,000,000 shares of common stock, $1.00 par value, authorized, of which 259,222,360 and 240,685,448 were issued as of December 31, 2010 and 2009, respectively. At December 31, 2010 and 2009, there were 100,000,000 shares of Class B Common Stock, $1.00 par value, authorized, of which no shares were issued. There were no common shares classified as treasury stock as of December 31, 2010 and 2009.

 See accompanying Notes to Consolidated Financial Statements.

58

Old Republic International Corporation and Subsidiaries Consolidated Statements of Income ($ in Millions, Except Share Data)
		Years Ended December 31,
		2010		2009		2008
Revenues:
Net premiums earned		$	3,225.5	$	3,111.5	$	3,125.1
Title, escrow, and other fees			348.0		277.4		192.9
Total premiums and fees			3,573.5		3,388.9		3,318.1
Net investment income			379.0		383.5		377.3
Other income			41.0		24.8		28.7
Total operating revenues			3,993.5		3,797.2		3,724.2
Realized investment gains (losses):
From sales			110.3		15.9		(4.1)
From impairments			(1.2)		(9.5)		(482.3)
Total realized investment gains (losses)			109.1		6.3		(486.4)
Total revenues			4,102.7		3,803.6		3,237.7
Benefits, Claims and Expenses:
Benefits, claims and settlement expenses			2,253.2		2,591.0		2,700.4
Dividends to policyholders			12.1		7.8		15.2
Underwriting, acquisition, and other expenses			1,777.7		1,454.0		1,338.5
Interest and other charges			32.0		24.2		2.7
Total expenses			4,075.1		4,077.2		4,056.9
Income (loss) before income taxes (credits)			27.6		(273.6)		(819.2)
Income Taxes (Credits):
Current			(22.6)		56.5		19.4
Deferred			20.1		(230.9)		(280.3)
Total			(2.5)		(174.4)		(260.8)
Net Income (Loss)		$	30.1	$	(99.1)	$	(558.3)
Net Income (Loss) Per Share:
Basic:		$	.13	$	(.42)	$	(2.41)
Diluted:		$	.13	$	(.42)	$	(2.41)
Average shares outstanding:	Basic		241,075,488		235,657,425		231,484,083
	Diluted		241,327,073		235,657,425		231,484,083
Dividends Per Common Share:
Cash:		$	.69	$	.68	$	.67
Consolidated Statements of Comprehensive Income
		Years Ended December 31,
		2010		2009		2008
Net Income (Loss) As Reported		$	30.1	$	(99.1)	$		(558.3)
Other comprehensive income (loss):
Post-tax net unrealized gains (losses) on securities			101.7		376.1			(78.1)
Other adjustments			3.4		19.3			(56.9)
Net adjustments			105.2		395.4			(135.1)
Comprehensive Income (Loss)		$	135.3	$	296.3	$		(693.4)

See accompanying Notes to Consolidated Financial Statements.

59

Old Republic International Corporation and Subsidiaries Consolidated Statements of Preferred Stock and Common Shareholders' Equity ($ in Millions)
	Years Ended December 31,
	2010		2009		2008
Convertible Preferred Stock:
Balance, end of year	$	-	$	-	$	-
Common Stock:
Balance, beginning of year	$	240.6	$	240.5	$	232.0
Dividend reinvestment plan		-		-		-
Issuance of shares under stock based compensation plans		.7		-		.2
Issuance of shares		-		-		9.7
Acquisition of subsidiary		17.7		-		-
Treasury stock restored to unissued status		-		-		(1.5)
Balance, end of year	$	259.2	$	240.6	$	240.5
Additional Paid-in Capital:
Balance, beginning of year	$	412.4	$	405.0	$	344.4
Dividend reinvestment plan		.8		.8		.9
Issuance of shares under stock based compensation plans		1.6		.4		2.0
Issuance of shares		-		-		73.1
Acquisition of subsidiary		228.7		-		-
Stock based compensation		4.1		4.9		11.2
ESSOP shares released		1.7		1.1		-
Treasury stock restored to unissued status		-		-		(26.8)
Balance, end of year	$	649.6	$	412.4	$	405.0
Retained Earnings:
Balance, beginning of year	$	2,927.3	$	3,186.5	$	3,900.1
Net income (loss)		30.1		(99.1)		(558.3)
Dividends on common stock: cash		(166.1)		(160.0)		(155.2)
Balance, end of year	$	2,791.4	$	2,927.3	$	3,186.5
Accumulated Other Comprehensive Income (Loss):
Balance, beginning of year	$	353.7	$	(41.7)	$	93.3
Foreign currency translation adjustments		5.5		18.9		(27.1)
Net unrealized gains (losses) on securities, net of tax		101.7		376.1		(78.1)
Net adjustment related to defined benefit pension plans,
net of tax		(2.0)		.3		(29.8)
Balance, end of year	$	459.1	$	353.7	$	(41.7)
Unallocated ESSOP Shares:
Balance, beginning of year	$	(42.7)	$	(50.0)	$	-
Unallocated ESSOP shares issued		-		-		(50.0)
ESSOP shares released		4.6		7.2		-
Balance, end of year	$	(38.0)	$	(42.7)	$	(50.0)
Treasury Stock:
Balance, beginning of year	$	-	$	-	$	(28.3)
Restored to unissued status		-		-		28.3
Balance, end of year	$	-	$	-	$	-

See accompanying Notes to Consolidated Financial Statements.

60

Old Republic International Corporation and Subsidiaries Consolidated Statements of Cash Flows ($ in Millions)
			Years Ended December 31,
			2010		2009		2008
Cash flows from operating activities:
Net income (loss)			$	30.1	$	(99.1)	$	(558.3)
Adjustments to reconcile net income (loss) to
net cash provided by operating activities:
Deferred policy acquisition costs				20.8		18.0		20.3
Premiums and other receivables				81.1		18.5		73.5
Unpaid claims and related items				(372.7)		583.0		769.5
Other policyholders’ benefits and funds				(76.5)		(77.0)		(36.5)
Income taxes				(17.5)		(199.9)		(315.1)
Prepaid federal income taxes				118.5		241.9		73.1
Reinsurance balances and funds				(48.5)		(32.9)		(7.0)
Realized investment (gains) losses				(109.1)		(6.3)		486.4
Accounts payable, accrued expenses and other				91.5		87.0		59.6
Total				(282.2)		532.9		565.6
Cash flows from investing activities:
Fixed maturity securities:
Maturities and early calls				882.0		1,047.6		853.3
Sales				1,055.5		153.9		94.2
Sales of:
Equity securities				116.6		24.9		90.0
Other – net				7.5		5.6		44.2
Cash balances of subsidiaries acquired				17.8		2.4		-
Purchases of:
Fixed maturity securities				(1,556.6)		(1,727.4)		(1,124.6)
Equity securities				(129.4)		-		(111.2)
Other – net				(33.4)		(19.6)		(30.9)
Purchase of a business				-		(6.0)		(4.3)
Net decrease (increase) in short-term investments				140.0		62.3		(427.2)
Other-net				-		(8.4)		9.1
Total				499.8		(464.5)		(607.3)
Cash flows from financing activities:
Issuance of debentures and notes				215.0		576.2		280.0
Issuance of common shares				3.2		1.4		86.1
Redemption of debentures and notes				(218.9)		(472.8)		(110.9)
Issuance of unallocated ESSOP shares				-		-		(50.0)
Dividends on common shares				(166.1)		(160.0)		(155.2)
Purchase of treasury shares				-		-		-
Other-net				(.7)		-		1.6
Total				(167.6)		(55.1)		51.5
Increase (decrease) in cash:				50.0		13.3		9.9
Cash, beginning of year				77.3		63.9		54.0
Cash, end of year			$	127.3	$	77.3	$	63.9
Supplemental cash flow information:
Cash paid during the period for:		Interest	$	31.3	$	19.1	$	3.8
		Income taxes	$	15.5	$	24.3	$	53.8
Non-cash transaction:	Purchase consideration for PMA merger		$	247.2	$	-	$	-

See accompanying Notes to Consolidated Financial Statements.

61

Old Republic International Corporation and Subsidiaries

Notes to Consolidated Financial Statements

($ in Millions, Except as Otherwise Indicated)

Old Republic International Corporation is a Chicago-based insurance holding company with subsidiaries engaged mainly in the general (property and liability), mortgage guaranty and title insurance businesses. In this report, "Old Republic", or "the Company" refers to Old Republic Inter­national Corporation and its subsidiaries as the context requires. The aforementioned insurance segments are organized as the Old Republic General Insurance, Mortgage Guaranty and Title Insurance Groups, and references herein to such groups apply to the Company's subsidiaries engaged in the respective segments of business. Results of a small life and health insurance business are included in the corporate and other caption of this report.

Note 1 - Summary of Significant Accounting Policies - The significant accounting policies employed by Old Republic International Corporation and its subsidiaries are set forth in the following summary.

(a) Accounting Principles - The Company’s insurance subsidiaries are managed pursuant to the laws and regulations of the various states in which they operate. As a result, the subsidiaries operate and maintain their accounts in conformity with accounting practices permitted by various states’ insurance regulatory authorities. Federal income taxes and dividends to shareholders are based on financial statements and reports complying with such practices. The statutory accounting requirements vary from the Financial Accounting Standards Board’s ("FASB") Accounting Standards Codification ("ASC") of accounting principles generally accepted in the United States of America ("GAAP") in the follow ing major respects: (1) the costs of selling insurance policies are charged to operations immediately, while the related premiums are taken into income over the terms of the policies; (2) investments in fixed maturity securities designated as available for sale are generally carried at amortized cost rather than their estimated fair value; (3) certain assets classified as "non-admitted assets" are excluded from the balance sheet through a direct charge to earned surplus; (4) changes in allowed deferred income tax assets or liabilities are recorded directly in earned surplus and not through the income statement; (5) mortgage guaranty contingency reserves intended to provide for future catastrophic losses are established as a liability through a charge to earned surplus whereas, GAAP does not allow provisions for future catastrophic losses; (6) title insurance premium reserves, which are intended to cover losses that will be reported at a future date are based on statutory formulas, and changes therein are cha rged in the income statement against each year’s premiums written; (7) certain required formula-derived reserves for general insurance in particular are established for claim reserves in excess of amounts considered adequate by the Company as well as for credits taken relative to reinsurance placed with other insurance companies not licensed in the respective states, all of which are charged directly against earned surplus; and (8) surplus notes are classified as equity. In consolidating the statutory financial statements of its insurance subsidiaries, the Company has therefore made necessary adjustments to conform their accounts with GAAP. The following table reflects a summary of all such adjustments:

	Shareholders’ Equity				Net Income (Loss)
	December 31,				Years Ended December 31,
	2010		2009		2010			2009		2008
Statutory totals of insurance
company subsidiaries:
General	$	2,819.1	$	2,383.2	$	255.6	(a)	$	203.9	$	(63.9)
Mortgage Guaranty		344.5		332.0		(196.3)			(474.8)		(595.6)
Title		213.0		183.7		14.6			(9.7)		(9.4)
Life & Health		70.3		68.8		4.3			5.9		3.0
Sub-total		3,446.9		2,967.7		78.2			(274.7)		(665.9)
GAAP totals of non-insurance company
subsidiaries and consolidation adjustments		179.5		269.8		(41.2)			(24.6)		(148.1)
Unadjusted totals		3,626.6		3,237.7		36.8			(299.2)		(814.2)
Adjustments to conform to GAAP statements:
Deferred policy acquisition costs		224.6		200.9		(19.8)			(19.5)		(19.7)
Fair value of fixed maturity securities		438.5		424.3		-			-		-
Non-admitted assets		85.4		56.5		-			-		-
Deferred income taxes		(196.0)		(292.3)		49.8			216.3		256.4
Mortgage contingency reserves		184.6		392.9		-			-		-
Title unearned premiums		345.8		339.0		6.7			2.9		(20.0)
Loss reserves		(240.7)		(242.6)		(21.7)			.5		11.1
Surplus notes		(340.0)		(315.0)		-			-		-
Sundry adjustments		(7.8)		89.5		(21.6)			(.4)		28.1
Total adjustments		494.7		653.6		(6.6)			200.0		256.1
Consolidated GAAP totals	$	4,121.4	$	3,891.4	$	30.1		$	(99.1)	$	(558.3)

(a) Includes the effect of PMA Capital Corporation's statutory results from the date of acquisition through year-end, excluding adjustments to conform to Old Republic's accounting policies.

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The preparation of financial statements in conformity with either statutory practices or generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Accordingly, actual results could differ from those estimates.

(b) Consolidation Practices - The consolidated financial statements include the accounts of the Company and those of its majority owned insurance underwriting and service subsidiaries. All significant intercompany accounts and transactions have been eliminated in consolidation.

The accompanying financial statements incorporate a new pronouncement which modifies current accounting guidance governing consolidation of variable interest entities, effective January 1, 2010. The Company's adoption of this pronouncement had no effect on the conduct of its business and did not materially affect its reported financial condition or net income (loss).

Effective October 1, 2010, Old Republic acquired PMA Capital Corporation ("PMA"), an insurance holding company with interests in the commercial property and liability insurance field. Accordingly, operating results, acquired assets, and assumed liabilities associated with PMA's business are included in the Company's financial statements from that date forward. (See Note 8.)

(c) Statement Presentation - Amounts shown in the consolidated financial statements and applicable notes are stated (except as otherwise indicated and as to share data) in millions, which amounts may not add to totals shown due to truncation. Necessary reclassifications are made in prior periods' financial statements whenever appropriate to conform to the most current presentation.

(d) Investments - The Company may classify its invested assets in terms of those assets relative to which it either (1) has the positive intent and ability to hold until maturity, (2) has available for sale or (3) has the intention of trading. As of December 31, 2010 and 2009, substantially all the Company's invested assets were classified as "available for sale."

Fixed maturity securities classified as "available for sale" and other preferred and common stocks (equity securities) are included at fair value with changes in such values, net of deferred income taxes, reflected directly in shareholders’ equity. Fair values for fixed maturity securities and equity securities are based on quoted market prices or estimates using values obtained from independent pricing services as applicable.

The Company reviews the status and fair value changes of each of its investments on at least a quarterly basis during the year, and estimates of other-than-temporary impairments ("OTTI") in the portfolio’s value are evaluated and established at each quarterly balance sheet date. In reviewing investments for OTTI, the Company, in addition to a security’s market price history, considers the totality of such factors as the issuer’s operating results, financial condition and liquidity, its ability to access capital markets, credit rating trends, most current audit opinion, industry and securities markets conditions, and analyst expectations to reach its conclusions. Sudden fair value declines caused by such adverse developments as newly emerged or imminent bankruptcy filings, issuer default on significant obligations, or reports of financial accounting developments that bring into question the validity of previously reported earnings or financial condition, are recognized as realized losses as soon as credible publicly available information emerges to confirm such developments. Absent issuer-specific circumstances that would result in a contrary conclusion, any equity security with an unrealized investment loss amounting to a 20% or greater decline for a six month period is considered OTTI. In the event the Company’s estimate of OTTI is insufficient at any point in time, future periods’ net income (loss) would be adversely affected by the recognition of additional realized or impairment losses, but its financial position would not necessarily be affected adversely inasmuch as such losses, or a portion of them, could have been recognized previously as unrealized losses in shareholders' equity. The Company recognized $1.2, $9.5 and $482.3 of OTTI adjustments for the years ended December 31, 2010, 2009 and 2008, re spectively.

During 2009, the Company adopted new accounting pronouncements that provide additional technical guidance to the application of fair value measurements, and modify the recognition and presentation requirements of OTTI adjustments relating to debt securities. The necessary effects of these pronouncements have been reflected in this report.

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The amortized cost and estimated fair values of fixed maturity securities are as follows:

			Gross		Gross		Estimated
	Amortized		Unrealized		Unrealized		Fair
	Cost		Gains		Losses		Value
Fixed Maturity Securities:
December 31, 2010:
U.S. & Canadian Governments	$	1,366.1	$	57.6	$	4.3	$	1,419.4
Tax-exempt		1,391.0		69.2		.4		1,459.8
Corporate		5,313.2		360.2		20.5		5,652.9
	$	8,070.4	$	487.0	$	25.3	$	8,532.2
December 31, 2009:
U.S. & Canadian Governments	$	937.4	$	39.6	$	3.0	$	974.0
Tax-exempt		2,209.3		135.0		.3		2,344.0
Corporate		4,749.4		273.2		14.0		5,008.7
	$	7,896.2	$	448.0	$	17.4	$	8,326.8

The amortized cost and estimated fair value of fixed maturity securities at December 31, 2010, by contractual maturity, are shown below. Expected maturities will differ from contractual maturities because borrowers may have the right to call or prepay obligations with or without call or prepayment penalties.

			Estimated
	Amortized		Fair
	Cost		Value
Fixed Maturity Securities:
Due in one year or less	$	844.8	$	855.9
Due after one year through five years		4,211.1		4,435.7
Due after five years through ten years		2,791.8		3,025.7
Due after ten years		222.6		214.6
	$	8,070.4	$	8,532.2

Bonds and other investments with a statutory carrying value of $485.3 as of December 31, 2010 were on deposit with governmental authorities by the Company's insurance subsidiaries to comply with insurance laws.

A summary of the Company's equity securities reflecting reported adjusted cost, net of OTTI adjustments totaling $245.4 and $317.3 at December 31, 2010 and 2009, respectively, follows:

			Gross		Gross		Estimated
	Adjusted		Unrealized		Unrealized		Fair
	Cost		Gains		Losses		Value
December 31, 2010	$	402.8	$	271.7	$	2.2	$	672.4
December 31, 2009	$	357.5	$	159.0	$	13.7	$	502.9

The following table reflects the Company’s gross unrealized losses and fair value, aggregated by category and length of time that individual securities have been in an unrealized loss position employing fair value comparisons with an issuer’s adjusted cost at December 31, 2010 and 2009:

	12 Months or Less				Greater than 12 Months				Total
	Fair Value		Unrealized Losses		Fair Value		Unrealized Losses		Fair Value		Unrealized Losses
December 31, 2010:
Fixed Maturity Securities:
U.S. & Canadian Governments	$	318.7	$	4.3	$	-	$	-	$	318.7	$	4.3
Tax-exempt		14.2		.4		-		-		14.2		.4
Corporate		729.5		19.3		26.0		1.2		755.5		20.5
Subtotal		1,062.4		24.1		26.0		1.2		1,088.5		25.3
Equity Securities		6.3		-		96.7		2.1		103.0		2.2
Total	$	1,068.8	$	24.1	$	122.7	$	3.4	$	1,191.6	$	27.5
December 31, 2009:
Fixed Maturity Securities:
U.S. & Canadian Governments	$	307.1	$	3.0	$	-	$	-	$	307.1	$	3.0
Tax-exempt		13.9		.2		3.1		-		17.1		.3
Corporate		302.5		5.1		139.3		8.9		441.8		14.0
Subtotal		623.6		8.4		142.5		8.9		766.1		17.4
Equity Securities		1.2		.2		99.5		13.4		100.8		13.7
Total	$	624.9	$	8.6	$	242.1	$	22.4	$	867.0	$	31.1

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At December 31, 2010, the Company held 283 fixed maturity and 3 equity securities in an unrealized loss position, representing 13.5% as to fixed maturities and 7.1% as to equity securities of the total number of such issues it held. At December 31, 2009, the Company held 155 fixed maturity and 5 equity securities in an unrealized loss position, representing 7.5% as to fixed maturities and 31.3% as to equity securities of the total number of such issues it held. Of the securities in an unrealized loss position, 5 and 35 fixed maturity securities and 2 and 3 equity securities, had been in a continuous unrealized loss position for more than 12 months as of December 31, 2010 and 2009, respectively. The unrealized losses on these securities are primarily attributable to a post-purchase rising interest rate environment and/or a decline in t he credit quality of some issuers. As part of its assessment of other-than-temporary impairments, the Company considers its intent to continue holding and the likelihood that it will not be required to sell investment securities in an unrealized loss position until cost recovery, principally on the basis of its asset and liability maturity matching procedures. The Company has not sold nor does it expect to sell investments for purposes of generating cash to pay claim or expense obligations.

Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants (an exit price) at the measurement date. A fair value hierarchy is established that prioritizes the sources ("inputs") used to measure fair value into three broad levels: inputs based on quoted market prices in active markets (Level 1); observable inputs based on corroboration with available market data (Level 2); and unobservable inputs based on uncorroborated market data or a reporting entity’s own assumptions (Level 3). Following is a description of the valuation methodologies and general classification used for securities measured at fair value.

The Company uses quoted values and other data provided by a nationally recognized independent pricing source as inputs into its quarterly process for determining fair values of its fixed maturity and equity securities. To validate the techniques or models used by pricing sources, the Company’s review process includes, but is not limited to: (i) initial and ongoing evaluation of methodologies used by outside parties to calculate fair value; and (ii) comparing the fair value estimates to its knowledge of the current market and to independent fair value estimates provided by the investment custodian. The independent pricing source obtains market quotations and actual transaction prices for securities that have quoted prices in active markets and uses its own proprietary method for determining the fair value of securities that are n ot actively traded. In general, these methods involve the use of "matrix pricing" in which the independent pricing source uses observable market inputs including, but not limited to, investment yields, credit risks and spreads, benchmarking of like securities, broker-dealer quotes, reported trades and sector groupings to determine a reasonable fair value.

Level 1 securities include U.S. and Canadian Treasury notes, publicly traded common stocks, the quoted net asset value ("NAV") mutual funds, and most short-term investments in highly liquid money market instruments. Level 2 securities generally include corporate bonds, municipal bonds, certain U.S. and Canadian government agency securities, and a restricted publicly traded common stock. Securities classified within Level 3 include non-publicly traded bonds, short-term investments, and common stocks. There were no significant changes in the fair value of assets measured with the use of significant unobservable inputs during the years ended December 31, 2010 or 2009.

The following tables show a summary of assets measured at fair value segregated among the various input levels described above:

	Fair value measurements as of December 31, 2010:
	Level 1		Level 2		Level 3		Total
Available for sale:
Fixed maturity securities:
U.S. & Canadian Governments	$	483.9	$	935.4	$	-	$	1,419.4
Tax-exempt		-		1,459.8		-		1,459.8
Corporate		-		5,622.2		30.6		5,652.9
Equity securities		525.0		145.0		2.4		672.4
Short-term investments	$	998.6	$	-	$	5.4	$	1,004.0

	Fair value measurements as of December 31, 2009:
	Level 1		Level 2		Level 3		Total
Available for sale:
Fixed maturity securities:
U.S. & Canadian Governments	$	341.4	$	632.5	$	-	$	974.0
Tax-exempt		-		2,344.0		-		2,344.0
Corporate		-		4,988.2		20.5		5,008.7
Equity securities		373.7		128.9		.2		502.9
Short-term investments	$	820.8	$	-	$	5.9	$	826.7

Investment income is reported net of allocated expenses and includes appropriate adjustments for amortization of premium and accretion of discount on fixed maturity securities acquired at other than par value. Dividends on equity securities are credited to income on the ex-dividend date. Realized investment gains and losses, which result from sales or write-downs of securities, are reflected as revenues in the income state­ment and are determined on the basis of amortized value at date of sale for fixed maturity securities, and cost in regard to equity securities; such bases apply to the specific securities sold. Unrealized investment gains and losses, net of any deferred income

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taxes, are recorded directly as a component of accumulated other comprehensive income in shareholders’ equity. At December 31, 2010, the Company and its subsidiaries had no non-income producing fixed maturity securities.

The following table reflects the composition of net investment income, net realized gains or losses, and the net change in unrealized invest­ment gains or losses for each of the years shown.

	Years Ended December 31,
	2010		2009		2008
Investment income from:
Fixed maturity securities	$	368.5	$	368.6	$	345.2
Equity securities		9.0		7.4		13.3
Short-term investments		1.5		5.4		16.5
Other sources		3.9		4.9		5.6
Gross investment income		383.1		386.5		380.8
Investment expenses (a)		4.1		3.0		3.4
Net investment income	$	379.0	$	383.5	$	377.3
Realized gains (losses) on:
Fixed maturity securities:
Gains	$	80.4	$	4.4	$	4.6
Losses		(1.2)		(1.7)		(41.2)
Net		79.1		2.6		(36.5)
Equity securities & other long-term investments		29.9		3.7		(449.8)
Total		109.1		6.3		(486.4)
Income taxes (credits)(b)		38.2		(51.7)		(116.1)
Net realized gains (losses)	$	70.8	$	58.1	$	(370.2)
Changes in unrealized investment gains (losses) on:
Fixed maturity securities	$	30.2	$	408.0	$	(49.7)
Less: Deferred income taxes (credits)		10.4		142.7		(17.5)
Net changes in unrealized investment gains (losses)	$	19.7	$	265.2	$	(32.1)
Equity securities & other long-term investments	$	126.1	$	170.6	$	(70.6)
Less: Deferred income taxes (credits)		44.2		59.6		(24.6)
Net changes in unrealized investment gains (losses)	$	81.9	$	110.9	$	(45.9)

(a) Investment expenses consist of personnel costs, investment management and custody service fees as well as a negligible amount of interest incurred on funds held.

(b) Reflects primarily the combination of fully taxable realized investment gains or losses and judgments about the recoverability of deferred tax assets.

(e) Revenue Recognition- Pursuant to GAAP applicable to the insurance industry, revenues are recognized as follows:

Substantially all general insurance premiums pertain to annual policies and are reflected in income on a pro-rata basis in association with the related benefits, claims, and expenses. Earned but unbilled premiums are generally taken into income on the billing date, while adjustments for retrospective premiums, commissions and similar charges or credits are accrued on the basis of periodic evaluations of current underwriting experience and contractual obligations.

Substantially all of the Company’s mortgage guaranty premiums stem from monthly installment policies. Such premiums are written and earned in the month coverage is effective. With respect to relatively few annual or single premium policies, earned premiums are largely recognized on a pro-rata basis over the terms of the policies. Recognition of normal or catastrophic claim costs, however, occurs only upon an instance of default, defined as the occurrence of two or more consecutively missed monthly payments. Accordingly, there is a risk that GAAP revenue recognition for insured loans is not appropriately matched to the risk exposure and the consequent recognition of both normal and most significantly, future catastrophic loss occurrences for which current reserve provisions are not permitted. As a result, mortgage guaranty GAAP e arnings for any individual year or series of years may be materially adversely affected, particularly by cyclical catastrophic loss events such as the mortgage insurance industry has experienced since mid year 2007. Reported GAAP earnings and financial condition form, in part, the basis for significant judgments and strategic evaluations made by management, analysts, investors, and other users of the financial statements issued by mortgage guaranty companies. The risk exists that such judgments and evaluations are at least partially based on GAAP financial information that does not match revenues and expenses and is therefore not reflective of the long-term normal and catastrophic risk exposures assumed by mortgage guaranty insurers at any point in time.

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During 2010 and 2009, Old Republic’s mortgage guaranty subsidiaries negotiated the terminations of various captive reinsurance and pool insurance contracts. From a financial accounting standpoint, premiums obtained upon terminations of captive reinsurance agreements are recognized as income when they are received rather than being deferred to future periods when the related claim costs are expected to arise. While terminations of pool insurance contracts cause a reduction of incurred claims due to the positive effect of reserves released, greater cash outflows ensue. Taken together, these terminations had the following effects on key elements of reported results and operating cash flows.

	Years Ended December 31,
	2010		2009
Increase in net premiums earned	$	13.6	$	82.5
Reduction in incurred claim costs		51.8		-
Increase in pretax operating income (loss)	$	65.4	$	79.4
Effect on operating cash flows	$	(173.2)	$	78.4

Title premium and fee revenues stemming from the Company’s direct operations (which include branch offices of its title insurers and wholly owned agency subsidiaries) represented 36% of 2010, 39% of 2009, and 37% of 2008 consolidated title business revenues. Such premiums are generally recognized as income at the escrow closing date which approximates the policy effective date. Fee income related to escrow and other closing services is recognized when the related services have been performed and completed. The remaining title premium and fee revenues were produced by independent title agents and underwritten title companies. Rather than making estimates that could be subject to significant variance from actual premium and fee production, the Company recognizes revenues from those sources upon receipt. Such receipts can reflect a three to four month lag relative to the effective date of the underlying title policy, and are offset concurrently by production expenses and claim reserve provisions.

(f) Deferred Policy Acquisition Costs - The Company's insurance subsidiaries, other than title companies, defer certain costs which vary with and are primarily related to the production of business. Deferred costs consist principally of commissions, premium taxes, marketing, and policy issuance expenses. With respect to most coverages, defer­red acquisition costs are amortized on the same basis as the related premiums are earned or, alternatively, over the periods during which premiums will be paid. To the extent that future revenues on existing policies are not adequate to cover related costs and expenses, deferred policy acquisition costs are charged to earnings.

The Company is currently evaluating authoritative guidance ratified by the FASB in October, 2010 which limits the capitalization of acquisition costs to those that are incrementally or directly related to the successful acquisition of new or renewal insurance contracts. At this time, Old Republic does not expect the impact of such guidance to have a material effect on its consolidated financial statements.

The following table summarizes deferred policy acquisition costs and related data for the years shown:

	Years Ended December 31,
	2010		2009		2008
Deferred, beginning of year	$	206.9	$	222.8	$	246.5
Value of business acquired pursuant to PMA merger		43.7		-		-
Acquisition costs deferred:
Commissions – net of reinsurance		142.5		145.4		165.0
Premium taxes		68.5		74.9		80.8
Salaries and other marketing expenses		86.9		77.3		88.3
Sub-total		297.9		297.7		334.2
Amortization charged to income		(318.1)		(313.6)		(357.8)
Change for the year		(20.2)		(15.9)		(23.6)
Deferred, end of year	$	230.6	$	206.9	$	222.8

(g) Unearned Premiums - Unearned premium reserves are generally calculated by application of pro-rata factors to premiums in force. At December 31, 2010 and 2009, unearned premiums consisted of the following:

	December 31,
	2010		2009
General Insurance Group	$	1,167.8	$	962.7
Mortgage Guaranty Group		64.5		75.4
Total	$	1,232.4	$	1,038.1

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(h) Losses, Claims and Settlement Expenses - The establishment of claim reserves by the Company’s insurance subsidiaries is a reasonably complex and dynamic process influenced by a large variety of factors. These factors principally include past experience applicable to the anticipated costs of various types of claims, continually evolving and changing legal theories emanating from the judicial system, recurring accounting, statistical, and actuarial studies, the professional experience and expertise of the Company's claim departments' personnel or attorneys and independent claim adjusters, ongoing changes in claim frequency or severity patterns such as those caused by natural disasters, illnesses, accidents, work-related injuries, and changes in general and industry-specific economic conditions. Consequently, the reserves established are a reflection of the opi­nions of a large number of persons, of the application and interpretation of historical precedent and trends, of expectations as to future developments, and of management’s judgment in interpreting all such factors. At any point in time, the Company is exposed to possibly higher or lower than anticipated claim costs due to all of these factors, and to the evolution, interpretation, and expansion of tort law, as well as the effects of unexpected jury verdicts.

All reserves are necessarily based on estimates which are periodically reviewed and evaluated in the light of emerging claim experience and changing circumstances. The resulting changes in estimates are recorded in operations of the periods during which they are made. Return and additional premiums and policyholders’ dividends, all of which tend to be affected by development of claims in future years, may offset, in whole or in part, developed claim redundancies or deficiencies for certain coverages such as workers’ compensation, portions of which are written under loss sensitive programs that provide for such adjustments. The Company believes that its overall reserving practices have been consistently applied over many years, and that its aggregate net reserves have produced reasonable estimates of the ultimate net costs of claims incurred. However, no representation is made that ultimate net claim and related costs will not be greater or lower than previously established reserves.

General Insurance Group reserves are established to provide for the ultimate expected cost of settling un­paid losses and claims reported at each balance sheet date. Such reserves are based on continually evolving assessments of the facts available to the Company during the settlement process which may stretch over long periods of time. Long-term disability-type workers' compen­sation reserves are discounted to present value based on interest rates ranging from 3.5% to 4.0%. Losses and claims incurred but not reported, as well as expenses required to settle losses and claims are established on the basis of a large number of formulas that take into account various criteria, including historical cost experience and anticipated costs of servicing reinsu red and other risks. Estimates of possible recoveries from salvage or subrogation opportunities are considered in the establishment of such reserves as applicable. As part of overall claim and claim expense reserves, the point estimates incorporate amounts to cover net estimates of unusual claims such as those emanating from asbestosis and environmental ("A&E") exposures as discussed below. Such reserves can affect claim costs and related loss ratios for such insurance coverages as general liability, commercial automobile (truck), workers’ compensation and property.

Early in 2001, the Federal Department of Labor revised the Federal Black Lung Program regulations. The revisions basically require a reevaluation of previously settled, denied, or new occupational disease claims in the context of newly devised, more lenient standards when such claims are resubmitted. Following a number of challenges and appeals by the insurance and coal mining industries, the revised regulations were, for the most part, upheld in June, 2002 and are to be applied prospectively. Since the final quarter of 2001 black lung claims filed or refiled pursuant to these revised regulations have increased, though the volume of new claim reports has abated in recent years. In March 2010, federal regulations were revised once again as part of the Patient Protection and Affordability Act that reinstates two provisions that potentia lly benefit claimants. In response to this most recent legislation and similar to the 2001 change, black lung claims filed or refiled have again increased.The vast majority of claims filed to date against Old Republic pertain to business underwritten through loss sensitive programs that permit the charge of additional or refund of return premiums to wholly or partially offset changes in estimated claim costs, or to business underwritten as a service carrier on behalf of various industry-wide involuntary market (i.e. assigned risk) pools. A much smaller portion pertains to business produced on a traditional risk transfer basis. The Company has established applicable reserves for claims as they have been reported and for claims not as yet reported on the basis of its historical experience as well as assumptions relative to the effect of the revised regulations. Inasmuch as a variety of challenges are likely as the revised regulations are implemented through the actual claim settlement process, the potential im pact on reserves, gross and net of reinsurance or retrospective premium adjustments, resulting from such regulations cannot as yet be estimated with reasonable certainty.

Old Republic's reserve estimates also include provisions for indemnity and settlement costs for various asbestosis and environmental impairment ("A&E") claims that have been filed in the normal course of business against a number of its insurance subsidiaries. Many such claims relate to policies issued prior to 1985, including many issued during a short period between 1981 and 1982 pursuant to an agency agreement canceled in 1982. Over the years, the Company's property and liability insurance subsidiaries have typically issued general liability insurance policies with face amounts ranging between $1.0 and $2.0 and rarely exceeding $10.0. Such policies have, in turn, been subject to reinsurance cessions which have typically reduced the subsidiaries’ net retentions to $.5 or less as to each claim. Old Republic's exposure to A& amp;E claims cannot, however, be calculated by conventional insurance reserving methods for a variety of reasons, including: a) the absence of statistically valid data inasmuch as such claims typically involve long reporting delays and very often uncertainty as to the number and identity of insureds against whom such claims have arisen or will arise; and b) the litigation history of such or similar claims for insurance industry members which has produced inconsistent court decisions with regard to such questions as when an alleged loss occurred, which policies provide coverage, how a loss is to be allocated among potentially responsible insureds and/or their insurance carriers, how policy coverage exclusions are to be interpreted, what types of environmental impairment or toxic tort claims are covered, when the insurer's duty to defend is triggered,

68

how policy limits are to be calculated, and whether clean-up costs constitute property damage. Over time, the Executive Branch and/or the Congress of the United States have proposed or considered changes in the legislation and rules affecting the determination of liability for environmental and asbestosis claims. As of December 31, 2010, however, there is no solid evidence to suggest that possible future changes might mitigate or reduce some or all of these claim exposures. Because of the above issues and uncertainties, estimation of reserves for losses and allocated loss adjustment expenses for A&E claims in particular is much more difficult or impossible to quantify with a high degree of precision. Accordingly, no representation can be made that the Company's reserves for such claims and related costs will not prove to be oversta ted or understated in the future. At December 31, 2010 and 2009, Old Republic’s aggregate indemnity and loss adjustment expense reserves specifically identified with A&E exposures amounted to $195.7 and $172.8 gross, respectively, and $144.9 and $136.9 net of reinsurance, respectively. Old Republic’s average five year survival ratios stood at 5.9 years (gross) and 10.0 years (net of reinsurance) as of December 31, 2010 and 5.7 years (gross) and 10.0 years (net of reinsurance) as of December 31, 2009. The survival ratios are presented on a pro forma basis (unaudited) as if PMA had been consolidated with ORI for all periods presented. Fluctuations in this ratio between years can be caused by the inconsistent pay out patterns associated with these types of claims.

Mortgage guaranty insurancereserves for unpaid claims and claim adjustment expenses are recognized only upon an instance of default, defined as an insured mortgage loan that has missed two or more consecutive monthly payments. Loss reserves are therefore based on statistical calculations that take into account the number of reported insured mortgage loan defaults as of each balance sheet date, as well as experience-based estimates of loan defaults that have occurred but have not as yet been reported ("IBNR"). Further, the loss reserve estimating process takes into account a large number of variables including trends in claim severity, potential salvage recoveries, expected cure rates for reported lo an delinquencies at various stages of default, the level of coverage rescissions and claims denials due to material misrepresentation in key underwriting information or non-compliance with prescribed underwriting guidelines, and management judgments relative to future employment levels, housing market activity, and mortgage loan interest costs, demand, and extensions. Historically coverage rescissions and claims denials as a result of material misrepresentation in key underwriting information or non-compliance with terms of the master policy have not been material; however, they have increased significantly since early 2008.

Title insurance and related escrow services loss and loss adjustment expense reserves are established as point estimates to cover the projected settlement costs of known as well as IBNR losses related to premium and escrow service revenues of each reporting period. Reserves for known claims are based on an assessment of the facts available to the Company during the settlement process. The point estimates covering all claim reserves take into account IBNR claims based on past experience and evaluations of such variables as changing trends in the types of policies issued, changes in real estate markets and interest rate environments, and changing levels of loan refinancing, all of which can have a bearing on the emergence, frequency, and ultimate cost of claims.

In addition to the above reserve elements, the Company establishes reserves for loss settlement costs that are not directly related to individual claims. Such reserves are based on prior years’ cost experience and trends, and are intended to cover the unallocated costs of claim departments’ administration of known and IBNR claims.

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The following table shows an analysis of changes in aggregate reserves for the Company's losses, claims and settlement expenses for each of the years shown:

Years Ended December 31:	2010		2009		2008
Gross reserves at beginning of year	$	7,915.0	$	7,241.3	$	6,231.1
Less: reinsurance losses recoverable		2,316.5		2,227.0		1,984.7
Net reserves at beginning of year:
General Insurance		3,334.2		3,326.9		3,279.7
Mortgage Guaranty		1,965.4		1,382.6		644.9
Title Insurance		277.1		282.4		296.9
Other		21.5		22.2		24.7
Sub-total		5,598.5		5,014.2		4,246.3
Net reserves acquired pursuant to PMA merger (c)		643.2		-		-
Incurred claims and claim adjustment expenses:
Provisions for insured events of the current year:
General Insurance		1,426.3		1,409.2		1,520.1
Mortgage Guaranty		781.4		1,284.0		1,199.5
Title Insurance		83.4		63.6		46.3
Other		44.4		36.4		41.9
Sub-total		2,335.6		2,793.3		2,807.8
Change in provision for insured events of prior years:
General Insurance		(76.6)		(56.8)		(83.0)
Mortgage Guaranty(a)		(15.2)		(149.9)		(18.7)
Title Insurance		13.4		6.7		(0.6)
Other		(3.2)		(1.3)		(3.8)
Sub-total		(81.5)		(201.3)		(106.1)
Total incurred claims and claim adjustment expenses(a)		2,254.1		2,592.0		2,701.6
Total increase		2,897.3		2,592.0		2,701.6
Payments:
Claims and claim adjustment expenses attributable to
insured events of the current year:
General Insurance		593.2		498.6		549.0
Mortgage Guaranty(a)		52.3		7.8		59.8
Title Insurance		7.2		7.1		5.4
Other		33.0		25.8		30.3
Sub-total		685.9		539.3		644.5
Claims and claim adjustment expenses attributable to
insured events of prior years:
General Insurance		805.8		846.4		840.8
Mortgage Guaranty(a)		1,056.1		543.5		383.2
Title Insurance		68.7		68.5		54.8
Other		9.6		9.9		10.2
Sub-total		1,940.4		1,468.3		1,289.0
Total payments		2,626.4		2,007.7		1,933.5
Amount of reserves for unpaid claims and claim adjustment
expenses at the end of each year, net of reinsurance
losses recoverable:(b)
General Insurance		3,928.1		3,334.3		3,326.9
Mortgage Guaranty		1,623.0		1,965.4		1,382.6
Title Insurance		298.0		277.1		282.4
Other		20.0		21.5		22.2
Sub-total		5,869.3		5,598.5		5,014.2
Reinsurance losses recoverable		2,945.3		2,316.5		2,227.0
Gross reserves at end of year	$	8,814.6	$	7,915.0	$	7,241.3

(a)   In common with all other insurance lines, mortgage guaranty paid and incurred claim and claim adjustment expenses include only those costs actually or expected to be paid by the Company. Claims not paid by virtue of coverage rescissions and claims denials amounted to $748.8, $719.5 and $211.0 for 2010, 2009, and 2008, respectively. In a similar vein, changes in mortgage guaranty aggregate case, IBNR, and loss adjustment expense reserves shown in the following table and entering into the determination of incurred claim costs, take into account, among a large number of variables, claim cost reductions for anticipated coverage rescissions and claims denials. The effect of changes in anticipated coverage rescissions and claims denials on period end loss reserve estimates resulted in an increase ( decrease) to incurred losses of $1,001.9, ($881.9) and ($830.5) for the years ended December 31, 2010, 2009 and 2008, respectively. The significant decline of $149.9 in 2009 for prior years’ mortgage guaranty incurred claim provisions resulted mostly from greater than anticipated coverage rescissions and claim denials.

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	2010		2009		2008
Net reserve increase(decrease):
General Insurance(*)	$	593.8	$	7.4	$	47.2
Mortgage Guaranty		(342.3)		582.8		737.7
Title Insurance		20.8		(5.3)		(14.5)
Other		(1.4)		(.7)		(2.5)
Total	$	270.8	$	584.3	$	768.0

(*) Includes reserves of $638.8 at December 31, 2010 assumed in conjunction with the PMA merger.

(b)   Year end net IBNR reserves carried in each segment were as follows:

	2010		2009		2008
General Insurance(**)	$	1,905.1	$	1,621.6	$	1,583.8
Mortgage Guaranty		46.2		39.7		33.0
Title Insurance		216.5		191.3		200.7
Other		5.0		9.4		9.0
Total	$	2,172.9	$	1,862.0	$	1,826.5

(**) Includes reserves of $347.7 at December 31, 2010 assumed in conjunction with the PMA merger.

(c)   Represents PMA reserves at October 1, 2010, net of reinsurance losses recoverable of $834.9.

For the three most recent calendar years, the above table indicates that the one-year development of consolidated reserves at the beginning of each year produced average favorable annual developments of 2.7%. The Company believes that the factors most responsible, in varying and continually changing degrees, for reserve redundancies or deficiencies include, as to mortgage guaranty and the CCI coverage, differences in originally estimated salvage and subrogation recoveries, sales and prices of homes that can impact claim costs upon the disposition of foreclosed properties, changes in regional or local economic conditions and employment levels, greater numbers of coverage rescissions and claims denials due to material misrepresentation in key underwriting information or non-compliance with prescribed underwriting guidelines, the extent of loan refinancing activity that can reduce the period of time over which a policy remains at risk, and lower than expected frequencies of claims incurred but not reported. As to many general insurance coverages, changes in reserve adequacy or deficiency result from the effect of reserve discounts applicable to workers’ compensation claims, higher than expected severity of litigated claims in particular, governmental or judicially imposed retroactive conditions in the settlement of claims such as noted above in regard to black lung disease claims, greater than anticipated inflation rates applicable to repairs and the medical portion of claims in particular, and higher than expected claims incurred but not reported due to the slower and highly volatile emergence patterns applicable to certain types of claims such as those stemming from litigated, assumed reinsurance, or the A&E types of claims noted above.

(i) Reinsurance - The cost of reinsurance is recognized over the terms of reinsurance contracts. Amounts recoverable from reinsurers for loss and loss adjustment expenses are estimated in a manner consistent with the claim liability associated with the reinsured business. The Company evaluates the financial condition of its reinsurers on a regular basis. Allowances are established for amounts deemed uncollectible and are included in the Company’s net claim and claim expense reserves.

(j) Income Taxes - The Company and most of its subsidiaries file a consolidated tax return and provide for income taxes payable currently. Deferred income taxes included in the accompanying consolidated financial statements will not necessarily become payable/recoverable in the future. The Company uses the asset and liability method of calculating deferred income taxes. This method calls for the establishment of a deferred tax, calculated at currently enacted tax rates that are applied to the cumulative temporary differences between financial statement and tax bases of assets and liabilities.

The provision for combined current and deferred income taxes (credits) reflected in the consolidated statements of income does not bear the usual relationship to income before income taxes (credits) as the result of permanent and other differences between pretax income or loss and taxable income or loss determined under existing tax regulations. The more significant differences, their effect on the statutory income tax rate (credit), and the resulting effective income tax rates (credits) are summarized below:

	Years Ended December 31,
	2010	2009	2008
Statutory tax rate (credit)	35.0 %	(35.0)%	(35.0)%
Tax rate increases (decreases):
Tax-exempt interest	(70.6)	(9.0)	(3.1)
Dividends received exclusion	(8.8)	(.6)	(.4)
Valuation allowance (see below)	14.1	(19.8)	6.6
Other items - net	21.1	.6	.1
Effective tax rate (credit)	(9.2)%	(63.8)%	(31.8)%

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The tax effects of temporary differences that give rise to significant portions of the Company's net deferred tax assets (liabilities) are as follows at the dates shown:

	December 31,
	2010		2009		2008
Deferred Tax Assets:
Losses, claims, and settlement expenses	$	225.8	$	209.1	$	200.7
Pension and deferred compensation plans		67.4		47.7		46.5
Impairment losses on investments		90.5		127.6		124.5
Net operating loss carryforward		75.6		.5		-
Other timing differences		65.5		32.6		31.5
Total deferred tax assets before valuation allowance		525.0		417.5		403.4
Valuation allowance		(13.5)		-		(54.0)
Total deferred tax assets		511.4		417.5		349.4
Deferred Tax Liabilities:
Unearned premium reserves		25.1		27.8		23.3
Deferred policy acquisition costs		74.8		67.2		73.5
Mortgage guaranty insurers' contingency reserves		63.5		136.1		301.1
Fixed maturity securities adjusted to cost		9.3		6.0		7.2
Net unrealized investment gains		269.4		202.5		1.1
Title plants and records		4.9		5.0		5.0
Other timing differences		18.7		20.4		15.3
Total deferred tax liabilities		466.0		465.1		426.7
Net deferred tax assets (liabilities)	$	45.3	$	(47.5)	$	(77.3)

At December 31, 2010, the Company had a net operating loss ("NOL") carryforward of $216.0 which will expire in years 2020 through 2030 and a $9.6 tax credit carryforward primarily related to alternative minimum tax credits, which does not expire. Approximately $156.8 of the NOL carryforward is subject to the limitations set by Section 382 of the Internal Revenue Code. The NOL carryforward, which produces a deferred tax asset of $75.6, will be applied to reduce future years taxable income of the Company.

A valuation allowance of $54.0 was established against a deferred tax asset related to the Company’s realized losses on investments at December 31, 2008. During 2009, this valuation allowance was eliminated following an increase in the fair value of the Company’s investment portfolio which continued through 2010. In valuing the deferred tax asset, the Company considered certain factors including primarily the scheduled reversals of certain deferred tax liabilities and the impact of available carryback and carryforward periods.  During 2010, it was management's assessment that it was more likely than not that a portion of the gross deferred tax asset related to the NOL ($3.8) and all of the deferred tax assets related to the tax credit carryforward ($9.6) would not be realized.

Pursuant to special provisions of the Internal Revenue Code pertaining to mortgage guaranty insurers, a contingency reserve (established in accordance with insurance regulations designed to protect policyholders against extraordinary volumes of claims) is deductible from gross income. The tax benefits obtained from such deductions must, however, be invested in a special type of non-interest bearing U.S. Treasury Tax and Loss Bonds which aggregated $102.9 at December 31, 2010. For Federal income tax purposes, amounts deducted from the contingency reserve are taken into gross statutory taxable income in the period in which they are released. Contingency reserves may be released when incurred losses exceed thresholds established under state law or regulation, upon special request and approval by state insurance regulators, or in any even t, upon the expiration of ten years. During 2010, the Company released contingency reserves of $457.7 and consequently, $33.1 of U.S. Treasury Tax and Loss Bonds were redeemed in 2010 and $101.2 are to be redeemed during the first quarter of 2011. In addition, $179.9 of U.S. Treasury Tax and Loss Bonds were redeemed in 2010 relating to contingency reserve releases recorded in 2009. Purchases of U.S. Tax and Loss Bonds were $94.4 during 2010.

Tax positions taken or expected to be taken in a tax return by the Company are recognized in the financial statements when it is more likely than not that the position would be sustained upon examination by tax authorities. To the best of management's knowledge there are no tax uncertainties that are expected to result in significant increases or decreases to unrecognized tax benefits within the next twelve month period. The Company views potential income tax exposures as primarily consisting of timing differences whereby the ultimate deductibility of a taxable amount is highly certain but the timing of its deductibility is uncertain. Such differences relate principally to the timing of deductions for loss and premium reserves. As in prior examinations, the Internal Revenue Service (IRS) could assert that claim reserve deductions were overstated thereby reducing the Company’s statutory taxable income in any particular year. The Company believes that it establishes its reserves fairly and consistently at each balance sheet date, and that it would succeed in defending its tax position in these regards. Because of the impact of deferred tax accounting, the possible accelerated payment of tax to the IRS would not necessarily affect the annual effective tax rate. Examinations of the Company’s consolidated Federal income tax returns through year-end 2006 have been completed and no significant adjustments have resulted. The Company classifies interest and penalties as income tax expense in the consolidated statement of income.

72

(k) Property and Equipment - Property and equipment is generally depreciated or amortized over the estimated useful lives of the assets, (2 to 27 years), substantially by the straight-line method. Depreciation and amortization expenses related to property and equipment were $18.2, $15.2 and $17.9 in 2010, 2009, and 2008, respectively. Expenditures for maintenance and repairs are charged to income as incurred, and expenditures for major renewals and additions are capitalized.

(l) Title Plants and Records - Title plants and records are carried at original cost or appraised value at the date of pur­chase. Such values represent the cost of producing or acquiring interests in title records and indexes and the apprais­ed value of purchased subsidiaries' title records and indexes at dates of acquisition. The cost of maintaining, updating, and operating title records is charged to income as incurred. Title records and indexes are ordinarily not amortized unless events or circumstances indicate that the carrying amount of the capitalized costs may not be recoverable.

(m) Goodwill and Intangible Assets - Goodwill resulting from business combinations is no longer amortizable against operations but must be tested annually for possible impairment of its continued value ($171.1, including $3.3 of goodwill associated with the PMA merger discussed in Note 8, and $167.8 at December 31, 2010 and 2009, respectively). Intangible assets of $30.4 were also established during 2010 as a result of the PMA merger. Intangible assets with definitive lives are amortized against future operating results; whereas indefinite-lived intangibles are tested annually for impairment. No impairment charges were required for any period presented.

(n) Employee Benefit Plans – As of December 31, 2010, the Company has four pension plans covering a portion of its work force. The four plans are the Old Republic International Salaried Employees Restated Retirement Plan (the Old Republic Plan), the Bituminous Casualty Corporation Retirement Income Plan (the Bituminous Plan), the Old Republic National Title Group Pension Plan (the Title Plan), and effective October 1, 2010, the PMA Capital Corporation Pension Plan (the PMA Plan). The plans are defined benefit plans pursuant to which pension payments are based primarily on years of service and employee com­pensation near retirement. It is the Company's policy to fund the plans' costs as they accrue. With the exception of the PMA Plan, these plans have been closed to new participants since December 31, 2004. The PMA Plan was frozen as of December 31, 2005. Under the terms of the freeze, eligible employees retained all of their rights under the plan that they had vested as of December 31, 2005. All plan assets and liabilities are measured as of December 31 of the years presented.

Authoritative guidance governing pension accounting requires that the funded status of pension and other postretirement plans be recognized in the consolidated balance sheet. The funded status is measured as the difference between the fair value of plan assets and the projected benefit obligations on a plan-by-plan basis. The funded status of an overfunded benefit plan is recognized as a net pension asset while the funded status for underfunded benefit plans is recognized as a net pension liability; offsetting entries are reflected as a component of shareholders’ equity in accumulated other comprehensive income, net of deferred taxes. Changes in the funded status of the plans are recognized in the period in which they occur.

The changes in the projected benefit obligation are as follows:

	Years Ended December 31,
	2010		2009		2008
Projected benefit obligation at beginning of year	$	285.8	$	263.1	$	242.0
Increases (decreases) during the year attributable to:
Projected benefit obligation acquired pursuant to PMA merger		101.2		-		-
Service cost		8.0		7.9		7.9
Interest cost		18.0		15.9		15.3
Actuarial (gains) losses		23.6		8.0		8.6
Benefits paid		(11.5)		(10.3)		(10.8)
Change in plan provision		-		1.2		-
Net increase (decrease) for the year		139.3		22.7		21.0
Projected benefit obligation at end of year	$	425.2	$	285.8	$	263.1

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The changes in the fair value of net assets available for plan benefits are as follows:

	Years Ended December 31,
	2010		2009		2008
Fair value of net assets available for plan benefits
At beginning of the year	$	209.1	$	193.0	$	219.9
Increases (decreases) during the year attributable to:
Fair value of net assets acquired pursuant to PMA merger		64.1		-		-
Actual return on plan assets		32.4		20.6		(20.1)
Sponsor contributions		2.9		5.8		4.0
Benefits paid		(11.5)		(10.3)		(10.8)
Administrative expenses		-		-		-
Net increase (decrease) for year		88.0		16.1		(26.9)
Fair value of net assets available for plan benefits
At end of the year	$	297.1	$	209.1	$	193.0

The components of aggregate annual net periodic pension costs consisted of the following:

	Years Ended December 31,
	2010		2009		2008
Service cost	$	8.0	$	7.9	$	7.9
Interest cost		18.0		15.9		15.3
Expected return on plan assets		(17.5)		(15.5)		(16.6)
Recognized loss		4.8		4.5		.7
Net cost	$	13.3	$	12.8	$	7.4

The pretax amounts recognized in other comprehensive income consist of the following:

	Years Ended December 31,
	2010		2009		2008
Amounts arising during the period:
Net recognized gain (loss)	$	(8.6)	$	(3.0)	$	(45.3)
Net prior service cost		-		(1.2)		-
Reclassification adjustment to components
of net periodic pension cost:
Net recognized loss		4.6		4.5		.7
Net prior service cost		.1		-		-
Net pretax amount recognized	$	(3.8)	$	.3	$	(44.6)

The amounts included in accumulated other comprehensive income that have not yet been recognized as components of net periodic pension cost consist of the following:

	As of December 31,
	2010		2009
Net recognized loss	$	(76.9)	$	(72.9)
Net prior service cost		(1.0)		(1.2)
Total	$	(78.0)	$	(74.1)

The amounts included in accumulated other comprehensive income expected to be recognized as components of net periodic pension cost during 2011 consist of the following:

	As of
	December 31,
	2010
Net recognized loss	$	6.0
Net prior service cost		.1
Total	$	6.2

The projected benefit obligations for the plans were determined using the following weighted-average assumptions:

	As of December 31,
	2010	2009
Settlement discount rates	5.46%	5.98%
Rates of compensation increase	4.25%	4.25%

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The net periodic benefit cost for the plans were determined using the following weighted-average assumptions:

	As of December 31,
	2010	2009	2008
Settlement discount rates	5.82%	6.20%	6.50%
Rates of compensation increase	4.25%	4.25%	4.25%
Long-term rates of return on plans’ assets	7.95%	7.84%	7.83%

The assumed settlement discount rates were determined by matching the current estimate of each Plan’s projected cash outflows against spot rate yields on a portfolio of high quality bonds as of the measurement date. To develop the expected long-term rate of return on assets assumption, the Plans considered the historical returns and the future expectations for returns for each asset class, as well as the target asset allocation of the pension portfolios.

The accumulated benefit obligation for the plans was $394.6 and $256.5 for the 2010 and 2009 plan years, respectively.

The following information is being provided for plans with projected benefit obligations in excess of plan assets:

	As of December 31,
	2010		2009
Projected benefit obligations	$	425.2	$	285.8
Fair value of plan assets	$	297.1	$	209.1

The following information is being provided for plans with accumulated benefit obligations in excess of plan assets:

	As of December 31,
	2010		2009
Projected benefit obligations	$	425.2	$	285.8
Accumulated benefit obligations		394.6		256.5
Fair value of plan assets	$	297.1	$	209.1

The benefits expected to be paid as of December 31, 2010 for the next 10 years are as follows: 2011: $16.6; 2012: $18.1; 2013: $19.7; 2014: $21.5; 2015: $23.0 and for the five years after 2015: $139.9.

The Companies made cash contributions of $2.9 to their pension plans in 2010 and expect to make cash contributions of approximately $19.5 in calendar year 2011.

The investment policy of the Plans is to consider the matching of assets and liabilities, appropriate risk aversion, liquidity needs, the preservation of capital, and the attainment of modest growth. The weighted-average asset allocations of the Plans are as follows:

	As of December 31,		Investment Policy Asset
	2010	2009	Allocation % Range Target
Equity securities:
Common shares of Company stock	10.4%	11.0%
Other	47.2	45.1
Sub-total	57.6	56.1	30% to 70%
Fixed maturity securities	31.6	35.7	30% to 70%
Other	10.8	8.2	1% to 20%
Total	100.0%	100.0%

The Plans use quoted values and other data provided by the respective investment custodians as inputs for determining fair value of debt and equity securities. The custodians obtain market quotations and actual transaction prices for securities that have quoted prices in active markets and uses its own proprietary method for determining the fair value of securities that are not actively traded. In general, these methods involve the use of "matrix pricing" in which the investment custodian uses observable inputs, including, but not limited to, investment yields, credit risks and spreads, benchmarking of like securities, broker-dealer quotes, reported trades and sector groupings to determine a reasonable fair value.

75

The following tables present a summary of the Plans’ assets segregated among the various input levels described in Note 1(d).

	Fair value measurements as of December 31, 2010:
	Level 1		Level 2		Level 3		Total
Equity securities:
Common shares of Company stock	$	31.0	$	-	$	-	$	31.0
Other		125.0		15.1		-		140.2
Sub-total		156.1		15.1		-		171.2
Fixed maturity securities		19.6		74.2		-		93.8
Other		5.7		12.7		13.5		32.0
Total	$	181.5	$	102.0	$	13.5	$	297.1

	Fair value measurements as of December 31, 2009:
	Level 1		Level 2		Level 3		Total
Equity securities:
Common shares of Company stock	$	22.9	$	-	$	-	$	22.9
Other		80.3		14.0		-		94.4
Sub-total		103.2		14.0		-		117.3
Fixed maturity securities		-		74.6		-		74.6
Other		4.9		3.2		9.0		17.1
Total	$	108.2	$	91.8	$	9.0	$	209.1

Level 1 assets include publicly traded common stocks, mutual funds and certain short-term investments. Level 2 assets generally include corporate and government agency bonds, common collective trusts, and a limited partnership investment. Level 3 assets primarily consist of an immediate participation guaranteed fund. There were no significant changes in the fair value of the guaranteed fund during the year ended December 31, 2010.

The Company has a number of profit sharing and other incentive compensation programs for the benefit of a substantial number of its employees. The costs related to such programs are summarized below:

	Years Ended December 31,
	2010		2009		2008
Employees Savings and Stock Ownership Plan	$	6.3	$	5.4	$	2.4
Other profit sharing plans		7.3		5.9		6.3
Cash and deferred incentive compensation	$	17.8	$	16.0	$	16.4

The Company sponsors an Employees Savings and Stock Ownership Plan (ESSOP) in which a majority of its employees participate. Current Company contributions are directed to the open market purchase of its shares. Dividends on shares are allocated to participants as earnings, and likewise invested in Company stock. The Company's annual contributions are based on a formula that takes the growth in net operating income per share over consecutive five year periods into account. As of December 31, 2010, there were 15,277,167 Old Republic common shares owned by the ESSOP, of which 10,586,583 were allocated to employees’ account balances. There are no repurchase obligations in existence. See Note 3(b).

(o) Escrow Funds - Segregated cash deposit accounts and the offsetting liabilities for escrow deposits in connection with Ti­tle Insurance Group real estate transactions in the same amounts ($563.1 and $428.1 at December 31, 2010 and 2009, respectively) are not included as assets or liabilities in the accompanying consolidated balance sheets as the escrow funds are not available for regular operations.

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(p) Earnings Per Share - Consolidated basic earnings per share excludes the dilutive effect of common stock equivalents and is computed by dividing income (loss) available to common stockholders by the weighted-average number of common shares actually outstanding for the year. Diluted earnings per share are similarly calculated with the inclusion of dilutive common stock equivalents. The following table provides a reconciliation of net income (loss) and number of shares used in basic and diluted earnings per share calculations.

		Years Ended December 31,
		2010		2009		2008
Numerator:
Net income (loss)		$	30.1	$	(99.1)	$	(558.3)
Numerator for basic earnings per share -
income (loss) available to common stockholders			30.1		(99.1)		(558.3)
Adjustment for interest expense incurred on
assumed conversions of convertible senior notes			-		-		-
Numerator for diluted earnings per share -
income (loss) available to common stockholders
after assumed conversions		$	30.1	$	(99.1)	$	(558.3)
Denominator:
Denominator for basic earnings per share -
weighted-average shares (a)			241,075,488		235,657,425		231,484,083
Effect of dilutive securities - stock based compensation awards			251,585		-		-
Effect of dilutive securities - convertible senior notes			-		-		-
Denominator for diluted earnings per share -
adjusted weighted-average shares
and assumed conversions (a)			241,327,073		235,657,425		231,484,083
Earnings per share:	Basic	$	.13	$	(.42)	$	(2.41)
	Diluted	$	.13	$	(.42)	$	(2.41)
Anti-dilutive common stock equivalents
excluded from earning per share computations:
Stock based compensation awards			14,528,515		15,781,176		15,279,782
Convertible senior notes			27,473,871		27,452,271		-
Total			42,002,386		43,233,447		15,279,782

 (a) In calculating earnings per share, pertinent accounting rules require that common shares owned by the Company’s Employee Savings and Stock Ownership Plan that are as yet unallocated to participants in the plan be excluded from the calculation. Such shares are issued and outstanding, have the same voting and other rights applicable to all other common shares, and may be sold at any time by the plan.

(q) Concentration of Credit Risk - The Company is not exposed to material concentrations of credit risks as to any one issuer.

(r) Stock Based Compensation - As periodically amended, the Company has had a stock option plan in effect for certain eligible key employees since 1978. Under the current plan amended in 2010, the maximum number of common shares available for 2010 and future years' grants has been set at 14.5 million through 2016. The exercise price of stock options is equal to the closing market price of the Company’s common stock on the date of grant, and the contractual life of the grant is generally ten years from the date of the grant. Options granted in 2001 and prior years may be exercised to the extent of 10% of the number of shares covered thereby on and after the date of grant, and cumulatively, to the ext ent of an additional 10% on and after each of the first through ninth subsequent calendar years. Options granted in 2002 and thereafter may be exercised to the extent of 10% of the number of shares covered thereby as of December 31st of the year of the grant and, cumulatively, to the extent of an additional 15%, 20%, 25% and 30% on and after the second through fifth calendar years, respectively. Options granted to employees who meet certain retirement eligibility provisions become fully vested upon retirement.

The following table presents the stock based compensation expense and income tax benefit recognized in the financial statements:

	2010		2009		2008
Stock based compensation expense	$	3.2	$	4.9	$	8.0
Income tax benefit	$	1.1	$	1.7	$	2.8

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The fair value of each stock option award is estimated on the date of grant using the Black-Scholes-Merton Model. The following table presents the assumptions used in the Black-Scholes Model for the awards granted during the periods presented, inclusive of replacement options issued pursuant to the PMA merger. Expected volatilities are based on the historical experience of Old Republic’s common stock. The expected term of stock options represents the period of time that stock options granted are assumed to be outstanding. The Company uses historical data to estimate the effect of stock option exercise and employee departure behavior; groups of employees that have similar historical behavior are considered separately for valuation purposes. The risk-free rate of return for periods within the contractual term of the share option i s based on the U.S. Treasury rate in effect at the time of the grant.

	2010		2009		2008
Expected volatility	.34		.28		.21
Expected dividends	5.63	%	7.74	%	6.29	%
Expected term (in years)	5		7		7
Risk-free rate	2.11	%	2.56	%	3.05	%

A summary of stock option activity under the plan as of December 31, 2010, 2009 and 2008, and changes in outstanding options during the years then ended is presented below:

	As of and for the Years Ended December 31,
	2010				2009				2008
			Weighted				Weighted				Weighted
			Average				Average				Average
			Exercise				Exercise				Exercise
	Shares		Price		Shares		Price		Shares		Price
Outstanding at beginning of year	15,781,176		$	17.49	15,279,782		$	17.81	14,570,577		$	18.12
Issuance of options pursuant to
PMA merger	471,279			14.85
Granted	747,000			12.08	989,250			10.48	1,505,000			12.94
Exercised	341,057			6.79	71,493			6.79	222,795			10.21
Forfeited and canceled	97,915			17.48	416,363			14.28	573,000			15.82
Outstanding at end of year	16,560,483			17.39	15,781,176			17.49	15,279,782			17.81
Exercisable at end of year	13,672,002		$	18.09	11,892,055		$	17.77	10,311,431		$	17.21
Weighted average fair value of
options granted during the year (a)	$          2.22	per share			$         1.05	per share			$         1.18	per share

(a) Based on the Black-Scholes option pricing model and the assumptions outlined above; 2010 includes the impact of replacement options issued pursuant to the PMA merger.

A summary of stock options outstanding and exercisable at December 31, 2010 follows:

		Options Outstanding				Options Exercisable
			Weighted - Average				Weighted
	Year(s)	Number	Remaining				Average
	Of	Out-	Contractual	Exercise		Number	Exercise
Ranges of Exercise Prices	Grant	Standing	Life	Price		Exercisable	Price
$14.36	2001	1,170,152	0.25	$	14.36	1,170,152	$	14.36
$16.85	2002	1,443,813	1.25		16.85	1,443,813		16.85
$14.37	2003	1,448,191	2.25		14.37	1,448,191		14.37
$19.32  to  $20.02	2004	2,215,373	3.25		19.33	2,215,373		19.33
$18.41  to  $20.87	2005	1,888,736	4.25		18.44	1,888,736		18.44
$21.36  to  $22.35	2006	2,415,575	5.25		21.99	2,415,575		21.99
$21.78  to  $23.16	2007	2,272,875	6.25		21.78	1,627,799		21.78
$  7.73  to  $12.95	2008	1,502,700	7.25		12.94	671,866		12.94
$10.48	2009	984,789	8.25		10.48	244,518		10.48
$12.08	2010	747,000	9.25		12.08	74,700		12.08
$10.51  to  $36.36	2010(a)	471,279	3.25		14.85	471,279		14.85
Total		16,560,483		$	17.39	13,672,002	$	18.09

(a) Represents the replacement options issued pursuant to the PMA merger.

Pursuant to the Company’s self-imposed limits, the maximum number of options available for future issuance as of December 31, 2010, is 13,753,000 shares.

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As of December 31, 2010, there was $1.3 of total unrecognized compensation cost related to nonvested stock-based compensation arrangements granted under the plan. That cost is expected to be recognized over a weighted average period of approximately 3 years.

The cash received from stock option exercises, the total intrinsic value of stock options exercised, and the actual tax benefit realized for the tax deductions from option exercises are as follows:

	2010		2009		2008
Cash received from stock option exercise	$	2.3	$	.5	$	2.2
Intrinsic value of stock options exercised		1.7		.3		.9
Actual tax benefit realized for tax deductions from stock options exercised	$	.6	$	.1	$	.3

During 2010's fourth quarter, the Company issued 371,212 shares of restricted common stock to certain employees valued at $4.9 and vesting over 4.5 years. During the vesting period, restricted shares are nontransferable and subject to forfeiture, but are entitled to all of the other rights of outstanding shares. Compensation expense for restricted stock awards is recognized over the vesting period of the award and was immaterial for the year ended December 31, 2010.

Note 2 - Debt – Consolidated debt of Old Republic and its subsidiaries is summarized below:

On April 29, 2009, the Company completed a public offering of $316.25 aggregate principal amount of Convertible Senior Notes. The notes bear interest at a rate of 8.0% per year, mature on May 15, 2012, and are convertible at any time prior to maturity by the holder into 86.8056 shares (subject to periodic adjustment under certain circumstances) of common stock per one thousand dollar note.

Consolidated debt of Old Republic and its subsidiaries is summarized below:

	December 31,
	2010				2009
	Carrying		Fair		Carrying		Fair
	Amount		Value		Amount		Value
8% Convertible Senior Notes due 2012	$	316.2	$	399.2	$	316.2	$	358.9
ESSOP debt with an average yield of 3.77%
and 3.85%, respectively, (Note 3(b))		25.8		25.8		27.9		27.9
Junior subordinated debt due 2033 - 2037
with average yields of 4.34% to 8.29%		62.5		62.5		-		-
8.5% Senior Notes due 2018		56.4		56.4		-		-
Surplus notes due 2035 with an average yield of 4.79%		10.0		10.0		-		-
Other miscellaneous debt		4.0		4.0		2.5		2.5
Total debt	$	475.0	$	558.1	$	346.7	$	389.4

The Company currently has access to the commercial paper market for up to $150.0.

Scheduled maturities of the above debt at December 31, 2010 are as follows: 2011: $3.3; 2012: $319.8; 2013: $3.6; 2014: $4.2; 2015: $3.3; 2016 and after: $139.1. During 2010, 2009 and 2008, $31.9, $22.2 and $3.8, respectively, of interest expense on debt was charged to consolidated operations.

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Note 3 - Shareholders' Equity

(a) Preferred Stock - The following table shows certain information pertaining to the Company's pre­ferred shares issued and outstanding:

	Convertible
Preferred Stock Series:	Series G(a)
Annual cumulative dividend rate per share	$            (a)
Conversion ratio of preferred into common shares	1 for .95
Conversion right begins	Anytime
Redemption and liquidation value per share	(a)
Redemption beginning in year	(a)
Total redemption value (millions)	(a)
Vote per share	one
Shares outstanding:
December 31, 2009	0
December 31, 2010	0

(a) The Company has authorized up to 1,000,000 shares of Series G Convertible Preferred Stock for issuance pursuant to the Company's Stock Option Plan. Each share of Series G pays a floating rate dividend based on the prime rate of interest. At December 31, 2010, the annual dividend rate would have been 34 cents per share. Each share of Series G is convertible at any time, after being held six months, into .95 shares of Common Stock. Unless previously converted, Series G shares may be redeemed at the Company's sole option five years after their issuance.

(b) Common Stock - At December 31, 2010, there were 500,000,000 shares of common stock authorized. At the same date, there were 100,000,000 shares of Class "B" common stock authorized, though none were issued or outstanding. Class "B" common shares have the same rights as common shares except for being entitled to 1/10th of a vote per share. In August 2008, the Company cancelled 1,566,100 common shares previously reported as treasury stock and restored them to unissued status; this had no effect on total shareholders’ equity or the financial position of the Company.

During the final quarter of 2008, the Company issued 9,738,475 shares of its common stock for an aggregate consideration of $82.8 based on market quotations at date of issuance. Of this amount, $50.0 (5,488,475 shares) was acquired by the Old Republic Employees Savings and Stock Ownership Plan ("ESSOP"), and $32.8 (4,250,000 shares) by the Company’s three pension plans and its mutual insurance affiliate.

The ESSOP’s common stock purchases were financed by a $30.0 bank loan and by $20.0 of pre-fundings from ESSOP participating subsidiaries. Common stock held by the ESSOP is classified as a charge to the common shareholders’ equity account until it is allocated to participating employees’ accounts contemporaneously with the repayment of the ESSOP debt incurred for its acquisition. Such unallocated shares are not considered outstanding for purposes of calculating earnings per share. Dividends on unallocated shares are used to pay debt service costs. Dividends on allocated shares are credited to participants’ accounts.

Old Republic issued 17,754,047 shares of its common stock with a fair value of $245.8 during the fourth quarter 2010 as part of the consideration transferred in the acquisition of PMA Capital Corporation.

(c) Cash Dividend Restrictions - The payment of cash dividends by the Company is principally dependent upon the amount of its insurance subsidiaries' statutory policyholders' surplus available for dividend distribution. The insurance subsidiaries' ability to pay cash dividends to the Company is in turn generally restricted by law or subject to approval of the insurance regulatory authorities of the states in which they are domiciled. These authorities recognize only statutory accounting practices for determining financial position, results of operations, and the ability of an insurer to pay dividends to its shareholders. Based on year end 2010 data, the maximum amount of dividends payable to the Company by its insurance and a small number of non-insurance compa ny subsidiaries during 2011 without the prior approval of appropriate regulatory authorities is approximately $306.5. Dividends declared dur­ing 2010, 2009 and 2008, to the Company by its subsidiaries amounted to $181.1, $181.5 and $191.2, respectively.

Note 4 - Commitments and Contingent Liabilities:

(a) Reinsurance and Retention Limits - In order to maintain premium production within their capacity and to limit maximum losses for which they might become liable under policies they’ve underwritten, Old Republic's insurance subsidiaries, as is the common prac­tice in the insurance industry, may cede all or a portion of their premiums and related liabilities on certain classes of business to other insurers and reinsurers. Although the ceding of insurance does not ordinarily discharge an insurer from liability to a policyholder, it is industry practice to establish the reinsured part of risks as the liability of the reinsurer. Old Republic also employs retrospective premium and a large variety of risk-sharing procedures and arrangements for parts of its business in order to reduce underwriting losses for which it might become liable under insurance policies it issues. To the extent that any reinsurance companies, assured or producer might be unable to meet their obligations under existing reinsurance, retrospective insurance and production agreements, Old Republic would be liable for the defaulted amounts. As deemed necessary, reinsurance ceded to other companies is secured by letters of credit, cash, and/or securities.

80

Except as noted in the following paragraph, reinsurance protection on property and liability coverages generally limits the net loss on most individual claims to a maximum of: $4.9 for workers' compensation; $2.8 for commercial auto liability; $2.8 for general liability; $8.0 for executive protection (directors & officers and errors & omissions); $2.0 for aviation; and $2.8 for property coverages. Roughly 17% of the mortgage guaranty traditional primary insurance in force is subject to lender sponsored captive reinsurance arrangements structured primarily on an excess of loss basis. All bulk and other insurance risk in force is retained. Exclusive of reinsurance, the average direct primary mortgage guaranty exposure is approximately (in whole dollars) $38,100 per insured loan. Title insurance risk assumptions are currently lim ited to a maximum of $500.0 as to any one policy. The vast majority of title policies issued, however, carry exposures of less than $1.0.

Since January 1, 2005, the Company has had maximum reinsurance coverage of up to $200.0 for its workers’ compensation exposures. Pursuant to regulatory requirements, however, all workers’ compensation primary insurers such as the Company remain liable for unlimited amounts in excess of reinsured limits. Other than the substantial concentration of workers’ compensation losses caused by the September 11, 2001 terrorist attack on America, to the best of the Company’s knowledge there had not been a similar accumulation of claims in a single location from a single occurrence prior to that event. Nevertheless, the possibility continues to exist that non-reinsured losses could, depending on a wide range of severity and frequency assumptions, aggregate several hundred million dollars to an insurer such as the Company. Such aggregation of losses could occur in the event of a catastrophe such as an earthquake that could lead to the death or injury of a large number of employees concentrated in a single facility such as a high rise building.

As a result of the September 11, 2001 terrorist attack on America, the reinsurance industry eliminated coverage from substantially all contracts for claims arising from acts of terrorism. Primary insurers like the Company thus became fully exposed to such claims. Late in 2002, the Terrorism Risk Insurance Act of 2002 (the "TRIA") was signed into law, immediately establishing a temporary federal reinsurance program administered by the Secretary of the Treasury. The program applied to insured commercial property and casualty losses resulting from an act of terrorism, as defined in the TRIA. Congress extended and modified the program in late 2005 through the Terrorism Risk Insurance Revision and Extension Act of 2005 (the "TRIREA"). TRIREA expired on December 31, 2007. Congress enacted a revised program in December 2007 through the Terro rism Risk Insurance Program Reauthorization Act of 2007 (the "TRIPRA"), a seven year extension through December 2014. The TRIA automatically voided all policy exclusions which were in effect for terrorism related losses and obligated insurers to offer terrorism coverage with most commercial property and casualty insurance lines. The TRIREA revised the definition of "property and casualty insurance" to exclude commercial automobile, burglary and theft, surety, professional liability and farm owner’s multi-peril insurance. TRIPRA did not make any further changes to the definition of property and casualty insurance, however, it does include domestic acts of terrorism within the scope of the program. Although insurers are permitted to charge an additional premium for terrorism coverage, insureds may reject the coverage. Under TRIPRA, the program’s protection is not triggered for losses arising from an act of terrorism until the industry first suffers losses of $100 billion in the aggregate during any one year. Once the program trigger is met, the program will pay 85% of an insurer’s terrorism losses that exceed an individual insurer’s deductible. The insurer’s deductible is 20% of direct earned premium on property and casualty insurance. Insurers may reinsure that portion of the risk they retain under the program. Effective January 1, 2008, the Company reinsured limits of $198.0 excess of $2.0 for claims arising from certain acts of terrorism for casualty clash coverage and catastrophe workers’ compensation liability insurance coverage.

Reinsurance ceded by the Company's insurance subsidiaries in the ordinary course of business is typically placed on an excess of loss basis. Under excess of loss reinsurance agreements, the companies are generally reimbursed for losses exceeding contractually agreed-upon levels. Quota share reinsurance is most often effected between the Company’s insurance subsidiaries and industry-wide assigned risk plans or captive insurers owned by assureds. Under quota share reinsurance, the Company remits to the assuming entity an agreed upon percentage of premiums written and is reimbursed for underwriting expenses and proportionately related claims costs.

Reinsurance recoverable asset balances represent amounts due from or credited by assuming reinsurers for paid and unpaid claims and premium reserves. Such reinsurance balances as are recoverable from non-admitted foreign and certain other reinsurers such as captive insurance companies owned by assureds, as well as similar balances or credits arising from policies that are retrospectively rated or subject to assureds’ high deductible retentions are substantially collateralized by letters of credit, securities, and other financial instruments. Old Republic evaluates on a regular basis the financial condition of its assuming reinsurers and assureds who purchase its retrospectively rated or self-insured deductible policies. Estimates of unrecoverable amounts totaling  $28.2 at both December 31, 2010 and 2009, are included in the Company’s net claim and claim expense reserves since reinsurance, retrospectively rated, and self-insured deductible policies and contracts do not relieve Old Republic from its direct obligations to assureds or their beneficiaries.

At December 31, 2010, the Company’s General Insurance Group’s ten largest reinsurers represented approximately 56% of the total consolidated reinsurance recoverable on paid and unpaid losses, with Munich Re America, Inc. the largest reinsurer representing 22.9% of the total recoverable balance. Of the balance due from these ten reinsurers, 79.8% was recoverable from A or better rated reinsurance companies, 6.7% from industry-wide insurance assigned risk pools, and 13.4% from foreign unrated companies. The Mortgage Guaranty Group’s total claims exposure to its largest reinsurer, Bank of America Reinsurance Corporation, was $33.3 million, which represented 1.1% of total consolidated reinsured liabilities, as of December 31, 2010.

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The following information relates to reinsurance and related data for the General Insurance and Mortgage Guaranty Groups for the three years ended December 31, 2010. Reinsurance transactions of the Title Insurance Group and small life and health insurance operation are not material.

Property and liability insurance companies are required to annualize certain policy premiums in their regulatory financial statements though such premiums may not be contractually due nor ultimately collectable. The annualization process relies on a large number of estimates, and has the effect of increasing direct, ceded, and net premiums written, and of grossing up corresponding balance sheet premium balances and liabilities such as unearned premium reserves. The accrual of these estimates has no effect on net premiums earned or GAAP net income.

		Years Ended December 31,
		2010		2009		2008
General Insurance Group
Written premiums:	Direct	$	2,296.3	$	2,380.7	$	2,655.7
	Assumed		7.3		10.4		15.2
	Ceded	$	606.5	$	670.7	$	704.2
Earned premiums:	Direct	$	2,366.7	$	2,432.1	$	2,702.0
	Assumed		10.7		16.3		29.1
	Ceded	$	595.3	$	666.0	$	741.8
Claims ceded		$	371.4	$	433.0	$	451.8
Mortgage Guaranty Group
Written premiums:	Direct	$	518.8	$	634.0	$	708.6
	Assumed		(.2)		-		-
	Ceded	$	30.1	$	4.0	$	106.5
Earned premiums:	Direct	$	529.5	$	648.6	$	698.4
	Assumed		(.1)		.2		.3
	Ceded	$	30.6	$	4.3	$	106.3
Claims ceded		$	76.4	$	173.7	$	199.4
Insurance in force as of December 31:
	Direct	$	82,911.0	$	108,884.9	$	128,267.5
	Assumed		756.7		895.0		1,435.1
	Ceded	$	2,036.0	$	2,933.9	$	7,425.2

(b) Leases - Some of the Company's subsidiaries maintain their offices in leased premises. Some of these leases provide for the payment of real estate taxes, insurance, and other operating expenses. Rental expenses for operating leases amounted to $50.0, $43.1 and $42.6 in 2010, 2009 and 2008, respectively. These expenses relate primarily to building leases of the Company. A number of the Company’s subsidiaries also lease other equipment for use in their businesses. At December 31, 2010, ag­gregate minimum rental commitments (net of expected sub-lease receipts) under noncancellable operating leases are summarized as follows: 2011: $55.2; 2012: $46.1; 2013: $38.4; 2014: $28.1; 2015: $16.7; 2016 and after: $40.0.

(c) General - In the normal course of business, the Company and its subsidiaries are subject to various contingent liabilities, including possible income tax assessments resulting from tax law interpretations or issues raised by taxing or regulatory authorities in their regular examinations, catastrophic claim occurrences not indemnified by reinsurers such as noted at 4(a) above, or failure to collect all amounts on its investments or balances due from assureds and reinsurers. The Company does not have a basis for anticipating any significant losses or costs that could result from any known or existing contingencies.

From time to time, in order to assure possible liquidity needs, the Company may guaranty the timely payment of principal and/or interest on certain intercompany balances, debt, or other securities held by some of its insurance, non-insurance, and ESSOP affiliates. At December 31, 2010, the aggregate principal amount of such guaranties was $159.2.

(d) Legal Proceedings – Legal proceedings against the Company and its subsidiaries routinely arise in the normal course of business and usually pertain to claim matters related to insurance policies and contracts issued by its insurance subsidiaries. Other, non-routine legal proceedings which may prove to be material to the Company or a subsidiary are discussed below.

Purported class action lawsuits are pending against the Company’s principal title insurance subsidiary, Old Republic National Title Insurance Company ("ORNTIC"), in federal courts in two states – Pennsylvania (Markocki et al. v. ORNTIC, U.S. District Court, Eastern District, Pennsylvania, filed June 8, 2006), and Texas (Ahmad et al. v. ORNTIC, U.S. District Court, Northern District, Texas, Dallas Division, filed February 8, 2008). The plaintiffs allege that ORNTIC failed to give consumers reissue and/or refinance credits on the premiums charged for title insurance cov ering mortgage refinancing transactions, as required by rate schedules filed by ORNTIC or by state rating bureaus with the state insurance regulatory authorities. The suits also allege violations of the federal Real Estate

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Settlement Procedures Act ("RESPA"). A class has been certified in the Pennsylvania action.

Beginning in early February 2008, some 80 purported consumer class action lawsuits were filed against the title industry’s principal title insurance companies, their subsidiaries and affiliates, and title insurance rating bureaus or associations in at least 10 states. ORNTIC was named a defendant in actions filed in 5 of the states. The suits were substantially identical in alleging that the defendant title insurers engaged in illegal price-fixing agreements to set artificially high premium rates and conspired to create premium rates which the state insurance regulatory authorities could not evaluate and therefore, could not adequately regulate. Most of the suits have since been dismissed. Of those remaining, ORNTIC is currently among the named defendants in only one of these actions, in California. The anti-trust allegations in the California action have been dismissed and only the allegations of improper business practices under state law remain. The other suits in which ORNTIC was a named defendant were dismissed at the trial court level, and the dismissals are on appeal before the 3rd and 6th Circuits U.S. Courts of Appeals.

National class action suits have been filed against the Company’s subsidiary, Old Republic Home Protection Company ("ORHP") in the California Superior Court, San Diego, and the U.S. District Court in Birmingham, Alabama. The California suit has been filed on behalf of all persons who made a claim under an ORHP home warranty contract from March 6, 2003 to the present. The suit alleges breach of contract, breach of the implicit covenant of good faith and fair dealing, violations of certain California consumer protection laws and misrepresentation arising out of ORHP’s alleged failure to adopt and implement reasonable standards for the prompt investigation and processing of claims under its home warranty contracts. The suit seeks unspecified damages consisting of the rescission of the class members’ contracts, restituti on of all sums paid by the class members, punitive damages, and declaratory and injunctive relief. ORHP removed the action to the U.S. District Court for the Southern District of California, and on January 6, 2011 the Court denied plaintiff’s motion for class certification. The Alabama suit alleges that ORHP pays fees to the real estate brokers who market its home warranty contracts and that the payment of such fees is in violation of Section 8(a) of RESPA. The suit seeks unspecified damages, including treble damages under RESPA. No class has been certified in the Alabama action.

On December 19, 2008, Old Republic Insurance Company and Old Republic Insured Credit Services, Inc., ("Old Republic") filed suit against Countrywide Bank FSB, Countrywide Home Loans, Inc. ("Countrywide") and Bank of New York Mellon, BNY Mellon Trust of Delaware in the Circuit Court, Cook County, Illinois seeking declaratory judgment to rescind or terminate various credit indemnity policies issued to insure home equity loans and home equity lines of credit which Countrywide had securitized or held for its own account. In February of 2009, Countrywide filed a counterclaim alleging a breach of contract, bad faith, and seeking a declaratory judgment challenging the factual and procedural bases that Old Republic had relied upon to deny or rescind coverage for individual defaulted loans under those policies. As of December 31, 2010, Old Rep ublic had rescinded or denied coverage on more than  17,000 defaulted loans, based upon material misrepresentations either by Countrywide as to the credit characteristics of the loans or by the borrowers in their loan applications.

On November 3, 2010, Bank of America, N.A. ("B of A") filed suit against Old Republic Insurance Company in the U.S. District Court for the Western District of North Carolina alleging breach of contract, breach of the duty of good faith and fair dealing and bad faith with respect to Old Republic’s handling of certain claims under a policy of credit indemnity insurance issued to B of A. The policy is not related to those issued to Countrywide, which are the subject of the above-noted separate litigation. The B of A suit seeks a declaratory judgment with respect to the interpretation of certain policy terms, B of A’s compliance with certain terms and conditions of the policy, and the propriety of certain positions and procedures taken by Old Republic in response to claims filed by B of A. The suit also seeks money damages in excess of $320, pre- and post judgment interest, and unspecified punitive damages.

On December 31, 2009, two of the Company’s mortgage insurance subsidiaries, Republic Mortgage Insurance Company and Republic Mortgage Insurance Company of North Carolina (together "RMIC") filed a Complaint for Declaratory Judgment in the Supreme Court of the State of New York, County of New York, against Countrywide Financial Corporation, Countrywide Home Loans, Inc., The Bank of New York Mellon Trust Company, N.A., BAC Home Loans Servicing, LP, and Bank of America N.A. as successor in interest to Countrywide Bank, N.A. (together "Countrywide"). The suit relates to five mortgage insurance master policies (the "Policies") issued by RMIC to Countrywide or to the Bank of New York Mellon Trust Company as co-trustee for trusts containing securitized mortgage loans that were originated or purchased by Countrywide. RMIC has rescinded i ts mortgage insurance coverage on over 1,500 of the loans originally covered under the Policies based upon material misrepresentations of the borrowers in their loan applications or the negligence of Countrywide in its loan underwriting practices or procedures. Each of the coverage rescissions occurred after a borrower had defaulted and RMIC reviewed the claim and loan file submitted by Countrywide. The suit seeks the Court’s review and interpretation of the Policies’ incontestability provisions and its validation of RMIC’s investigation procedures with respect to the claims and underlying loan files.

On January 29, 2010, in response to RMIC’s suit, Countrywide served RMIC with a demand for arbitration under the arbitration clauses of the same Policies. The demand raises largely the same issues as those raised in RMIC’s suit against Countrywide, but from Countrywide’s perspective, as well as Countrywide’s and RMIC’s compliance with the terms, provisions, and conditions of the Policies. The demand includes a prayer for punitive, compensatory and consequential damages. RMIC filed a motion to stay the arbitration, and Countrywide filed a motion to dismiss RMIC’s lawsuit and to compel the arbitration. On July 26, 2010, the Court granted Countrywide’s motion, ordering the matters be submitted to arbitration and dismissing the lawsuit. RMIC has appealed the Court’s ruling.

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On November 23, 2010, J.P. Morgan Chase Bank, N.A. ("Chase") filed a suit against RMIC in the U.S. District Court for the District of New Jersey arising out of RMIC’s rescissions of coverage on a number of mortgage loans. The law suit alleges improper unilateral rescissions of coverage and improper claims investigation practices with respect to mortgage loans that were either originated by Chase or purchased by Chase from other loan originators, as well as mortgage loans for which Chase had purchased the servicing rights. The suit alleges a breach of contract, a breach of fiduciary duty and bad faith insurance practices. Chase seeks a declaratory judgment that RMIC may not unilaterally rescind coverage and may not challenge Chase’s loan underwriting process where RMIC delegated insurance underwriting authority to Chase or where RMIC performed loan underwriting services for Chase. It also seeks injunctive relief against RMIC’s coverage rescissions and unspecified compensatory, treble and punitive damages.

On November 29, 2010, a purported class action was filed in the U.S. District Court, District of Columbia, against SunTrust Bank, its two captive reinsurance subsidiaries, and seven mortgage guaranty insurance companies, including RMIC (Moses v. SunTrust Banks, Inc., et al.; Case No. 1:10-CV-02029-PLF). The suit alleges that the cession of mortgage guaranty premiums to SunTrust’s captive reinsurers amounted in part to a kickback to SunTrust for the referral of mortgage guaranty insurance business, in violation of RESPA. The suit also alleges violations of the federal Truth-in-Lending Act, Regulation Z, the District of Columbia’s Consumer Protection Procedures Act, fraudulent misrepresentation and civil conspiracy, emanating principally from a failure by SunTrust to disclose to its mortgage loan customers its captive reinsu rance arrangements. The suit seeks unspecified actual, statutory, compensatory and punitive damages, injunctive relief, attorneys’ fees and costs.

The ultimate impact of these lawsuits and the arbitration, all of which seek unquantified damages, attorneys’ fees and expenses, is uncertain and not reasonably estimable at this time. The Company and its subsidiaries intend to defend vigorously against each of the aforementioned actions. Although the Company does not believe that these actions will have a material adverse effect on its consolidated financial condition, results of operations or cash flows, there can be no assurance in those regards.

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Note 5 - Consolidated Quarterly Results - Unaudited - Old Republic's consolidated quarterly operating data for the two years ended December 31, 2010 is presented below. In management's opinion, however, that quarterly operating data for insurance enterprises such as the Company is not indicative of results to be achieved in succeeding quarters or years. The long-term nature of the insurance business, seasonal and cyclical factors affecting premium production, the fortuitous nature and, at times, delayed emergence of claims, and changes in yields on invested assets are some of the factors necessitating a review of operating results, changes in shareholders' equity, and cash flows for periods of several years to obtain a proper indicator of perfor­mance trends. The data below s hould be read in conjunction with the "Management Analysis of Financial Position and Results of Operations".

In management’s opinion, all adjustments consisting of normal recurring adjustments necessary for a fair statement of quarterly results have been reflected in the data which follows.

	1st		2nd		3rd		4th
	Quarter		Quarter		Quarter(*)		Quarter
Year Ended December 31, 2010:
Operating Summary:
Net premiums, fees, and other income	$	833.3	$	840.2	$	889.9	$	1,050.8
Net investment income and realized gains (losses)		99.1		167.8		96.4		124.4
Total revenues		932.6		1,008.1		986.5		1,175.4
Benefits, claims, and expenses		901.3		927.3		1,047.3		1,199.1
Net income (loss)	$	25.0	$	57.4	$	(38.9)	$	(13.3)
Net income (loss) per share: Basic	$	.11	$	.24	$	(.16)	$	(.05)
Diluted	$	.11	$	.23	$	(.16)	$	(.05)
Average shares outstanding:
Basic		236,387,779		236,552,439		236,697,304		254,594,687
Diluted		236,462,231		264,227,861		236,697,304		254,594,687

	1st		2nd		3rd		4th
	Quarter		Quarter		Quarter(*)		Quarter
Year Ended December 31, 2009:
Operating Summary:
Net premiums, fees, and other income	$	785.0	$	818.4	$	944.4	$	865.6
Net investment income and realized gains (losses)		93.4		94.0		95.8		106.4
Total revenues		878.5		912.6		1,040.2		972.2
Benefits, claims, and expenses		971.3		998.3		1,069.4		1,038.2
Net income (loss)	$	(53.9)	$	(15.8)	$	7.4	$	(36.7)
Net income (loss) per share: Basic	$	(.23)	$	(.07)	$	.03	$	(.15)
Diluted	$	(.23)	$	(.07)	$	.03	$	(.15)
Average shares outstanding:
Basic		235,259,226		235,562,774		235,761,056		235,913,036
Diluted		235,259,226		235,562,774		235,878,936		235,913,036

(*) Third quarter results reflect the impact of the accounting treatment for certain reinsurance commutations and pool terminations. Refer to further discussion at Note 1(e).

Note 6 - Information About Segments of Business - The Company’s major business segments are organized as the General Insurance (property and liability insurance), Mortgage Guaranty and Title Insurance Groups. The Company includes the results of its small life & health insurance business with those of its holding company parent and minor corporate services operations. Each of the Company’s segments underwrites and services only those insurance coverages which may be written by it pursuant to state insurance regulations and corporate charter provisions. Segment results exclude net realized investment gains or losses and other-than-temporary impairments, as these are aggregated in the consolidated totals. The contributions of Old Republic’s insurance industry se gments to consolidated totals are shown in the following table.

The Company does not derive over 10% of its consolidated revenues from any one customer. Revenues and assets connected with foreign operations are not significant in relation to consolidated totals.

The General Insurance Group provides property and liability insurance primarily to commercial clients. Old Republic does not have a meaningful participation in personal lines of insurance. Commercial automobile (principally trucking) insurance is the largest type of coverage underwritten by the General Insurance Group, accounting for 33.1% of the Group’s direct premiums written in 2010. The remaining premiums written by the General Insurance Group are derived largely from a wide variety of coverages, including workers’ compensation, general liability, loan credit indemnity, general aviation, directors and officers indemnity, fidelity and surety indemnities, and home and auto warranties.

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Private mortgage insurance produced by the Mortgage Guaranty Group protects mortgage lenders and investors from default related losses on residential mortgage loans made primarily to homebuyers who make down payments of less than 20% of the home’s purchase price. The Mortgage Guaranty Group insures only first mortgage loans, primarily on residential properties having one-to-four family dwelling units. The Mortgage Guaranty segment’s ten largest customers were responsible for 34.4%, 47.6% and 50.4% of traditional primary new insurance written in 2010, 2009 and 2008, respectively. The largest single customer accounted for 10.6% of traditional primary new insurance written in 2010 compared to 12.8% and 15.6% in 2009 and 2008, respectively.

The title insurance business consists primarily of the issuance of policies to real estate purchasers and investors based upon searches of the public records which contain information concerning interests in real property. The policy insures against losses arising out of defects, loans and encumbrances affecting the insured title and not excluded or excepted from the coverage of the policy.

The accounting policies of the segments parallel those described in the summary of significant accounting policies pertinent thereto.

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Segment Reporting
	Years Ended December 31,
	2010		2009		2008
General Insurance:
Net premiums earned	$	1,782.1	$	1,782.5	$	1,989.3
Net investment income and other income		292.7		270.1		266.6
Total revenues before realized gains or losses	$	2,074.9	$	2,052.7	$	2,255.9
Income (loss) before taxes (credits) and
realized investment gains or losses (a)	$	172.7	$	200.1	$	294.3
Income tax expense (credits) on above	$	51.6	$	52.2	$	82.7
Segment assets - at year end	$	12,189.8	$	9,920.8	$	9,482.9
Mortgage Guaranty(c):
Net premiums earned	$	498.8	$	644.5	$	592.5
Net investment income and other income		89.6		101.6		97.5
Total revenues before realized gains or losses	$	588.4	$	746.1	$	690.0
Income (loss) before taxes (credits) and
realized investment gains or losses(a)	$	(260.8)	$	(486.4)	$	(594.3)
Income tax expense (credits) on above	$	(94.8)	$	(175.5)	$	(213.6)
Segment assets - at year end	$	2,537.9	$	3,233.4	$	2,973.1
Title Insurance:
Net premiums earned	$	863.0	$	611.0	$	463.1
Title, escrow and other fees		348.0		277.4		192.9
Sub-total		1,211.0		888.4		656.1
Net investment income and other income		27.7		25.6		25.2
Total revenues before realized gains or losses	$	1,238.8	$	914.1	$	681.3
Income (loss) before taxes (credits) and
realized investment gains or losses (a)	$	9.4	$	2.1	$	(46.3)
Income tax expense (credits) on above	$	3.3	$	(.4)	$	(18.1)
Segment assets - at year end	$	915.0	$	852.8	$	762.4
Consolidated Revenues:
Total revenues of above Company segments	$	3,902.3	$	3,712.9	$	3,627.4
Other sources (b)		145.8		138.1		132.1
Consolidated net realized investment gains (losses)		109.1		6.3		(486.4)
Consolidation elimination adjustments		(54.5)		(53.8)		(35.3)
Consolidated revenues	$	4,102.7	$	3,803.6	$	3,237.7
Consolidated Income (Loss) Before Taxes (Credits):
Total income (loss) before income taxes (credits)
and realized investment gains or losses of
above Company segments	$	(78.6)	$	(284.0)	$	(346.3)
Other sources - net (b)		(2.8)		4.0		13.5
Consolidated net realized investment gains (losses)		109.1		6.3		(486.4)
Consolidated income (loss) before income taxes (credits)	$	27.6	$	(273.6)	$	(819.2)
Consolidated Income Tax Expense (Credits):
Total income tax expense (credits)
for above Company segments	$	(39.8)	$	(123.7)	$	(148.9)
Other sources - net (b)		(.9)		.9		4.3
Income tax expense (credits) on
consolidated net realized investment gains (losses)		38.2		(51.7)		(116.1)
Consolidated income tax expense (credits)	$	(2.5)	$	(174.4)	$	(260.8)

	December 31,
	2010		2009
Consolidated Assets:
Total assets for above Company segments	$	15,642.9	$	14,007.0
Other assets (b)		576.7		503.5
Consolidation elimination adjustments		(336.8)		(320.5)
Consolidated assets	$	15,882.7	$	14,190.0

In the above tables, net premiums earned on a GAAP basis differ slightly from statutory amounts due to certain differences in calculations of unearned premium reserves under each accounting method.

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(a) Income (loss) before taxes (credits) is reported net of interest charges on intercompany financing arrangements with Old Republic’s holding company parent for the following segments: General - $21.5, $17.9 and $14.2 for the years ended December 31, 2010, 2009 and 2008, respectively; Mortgage - $7.1 and $7.2 for the years ended December 31, 2010 and 2009, respectively; and Title - $5.1, $5.5 and $2.6 for the years ended December 31, 2010, 2009, and 2008, respectively.

(b) Represents amounts for Old Republic’s holding company parent, minor corporate services subsidiaries, and a small life and health insurance operation.

(c) 2010 and 2009 results reflect the impact of the accounting treatment for certain reinsurance commutations. Refer to further discussion at Note 1(e).

Note 7 - Transactions with Affiliates:

The Company is affiliated with a policyholder owned mutual insurer, American Business & Personal Insurance Mutual, Inc. ("AB&P" or "the Mutual") whose formation it sponsored in 1981. The Mutual is managed through a service agreement with several Old Republic subsidiaries. AB&P’s underwriting operations are limited to certain types of coverages not provided by Old Republic, and to a small amount of intercompany reinsurance placements.  The following table shows certain unaudited information reflective of such business:

	Assumed from Old Republic						Ceded to Old Republic
	2010		2009		2008		2010		2009		2008
Premiums earned	$	.2	$	-	$	.1	$	.2	$	.1	$	-
Commissions and fees		-		-		-		-		-		-
Losses and loss expenses		.4		.3		.7		.3		.2		.1
Loss and loss expense reserves		4.4		4.2		4.2		1.7		1.9		1.8
Unearned premiums	$	-	$	-	$	-	$	-	$	-	$	-

As of December 31, 2010 and 2009, the Mutual’s statutory capital included surplus notes due to Old Republic of $10.5 out of total statutory capital of $31.0 and $26.3, respectively. AB&P’s accounts are not consolidated with Old Republic’s since it is owned by its policyholders and, in any event, their inclusion would not have a significant effect on Old Republic’s consolidated financial statements.

Note 8 - Merger with PMA Capital Corporation:

Effective October 1, 2010, Old Republic acquired PMA Capital Corporation ("PMA"), an insurance holding company with interests in the commercial property and liability insurance field.  The consideration transferred of $247.2 included the issuance of 17,754,047 Old Republic common shares and the replacement value of PMA stock options. As of the acquisition date, PMA’s total assets and liabilities inclusive of all required adjustments conforming with GAAP were valued at $2,469.6 and $2,222.4, respectively.  Old Republic’s consolidated financial statements include PMA's results of operations for the final quarter of 2010 and its assets and liabilities as of December 31, 2010.

The following table reflects PMA’s actual revenues and earnings included in Old Republic’s consolidated statement of income beginning in the fourth quarter of 2010, and the supplemental pro forma revenues and net income (excluding any merger related expenses) as if the acquisition had occurred as of January 1, 2009.  In substance, the supplemental pro forma information for years ended December 31, 2009 and 2010 reflects the combined historical results of Old Republic and PMA.  Such combined data is not necessarily indicative of the actual results that would have been achieved by the consolidated companies for those years.

			Net Income
			(Loss) from
			Continuing
	Revenues		Operations
Actual Post Merger Amounts:
Quarter and year ended December 31, 2010	$	128.1	$	(7.1)
Supplemental pro forma information (unaudited):
Year ended December 31, 2009	$	4,335.3	$	(77.9)
Year ended December 31, 2010	$	4,522.9	$	39.1

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The following table summarizes the assets acquired and liabilities assumed, all inclusive of GAAP fair value adjustments as of the purchase date:

Cash and invested assets (a)	$	861.5
Accounts and notes receivable		311.9
Federal income taxes - deferred (b)		166.9
Reinsurance balances and funds held (c)(d)		897.8
Deferred policy acquisition costs (d)		43.7
Goodwill and intangible assets (e)		33.7
Other assets (a)		153.8
Total assets acquired	$	2,469.6
Losses, claims and settlement expenses (c)	$	1,478.1
Unearned premiums (d)		263.0
Debt (a)		129.2
Other liabilities (f)		352.0
Total liabilities assumed	$	2,222.4
In accordance with GAAP, purchase accounting effects may be adjusted up to one year from the acquisition date upon finalization of the valuation process.

(a) Reflects current market values in establishing the fair value of investment securities and debt obligations, as well as the independently appraised values attributable to certain fixed assets such as office buildings.

(b) Represents deferred income taxes which take into account certain limitations pertaining to PMA’s net operating loss carry forwards that can inure to the merged business.

(c) An adjustment has been applied to PMA's loss reserves and reinsurance recoverable at the acquisition date to estimate their fair value in accordance with GAAP. The fair value adjustment was determined using a cash flow model rather than an observable market price because a liquid market for such underwriting liabilities could not be established. The valuation model used actuarial estimates of future cash flows related to nominal claim and claim expense reserves and reinsurance recoverable, after adjusting for conformity with Old Republic's accounting policies. These future cash flows were adjusted for the time value of money using the October 1, 2010 US Treasury spot rate yield curve and a risk margin to compensate an acquirer for the risk associated with these liabilities.

The GAAP fair value adjustment resulted in an increase to statutory based loss reserves of $166.1 and reinsurance recoverable of $126.9 (net increase of $39.2) and is reported on the consolidated balance sheet with the corresponding gross and ceded loss reserve balances to which it relates. These amounts will be amortized in proportion to the future expected payment patterns and reflected as a decrease in benefits, claims, and settlements expenses in the consolidated income statement. The fair value adjustment does not have any bearing on the statutory or tax basis of the underlying insurance reserves or reinsurance recoverable balances and consequently, amortization of the fair value adjustment does not enter into the determination of current and future taxable income.

(d) The valuation of insurance policies in force at the acquisition date was determined using a cash flow model rather than an observable maket price because a liquid market for valuing the in force business does not exist. The valuation model used management's estimate of underwriting profit and the future cash flows associated with the in force policies. These cash flows were adjusted for the time value of money using the October 1, 2010 US Treasury spot rate yield curve and a risk margin to compensate an acquirer for the risk associated with the in force business. The resulting valuation was not significantly different than the pre merger deferred acquisition costs balance. The value of business acquired is reported on the consolidated balance sheet with deferred policy acquisition costs and will be substantially amortized over a twelve month period from the acquisition date in proportion to the timing of the est imated underwriting profit associated with the in force business.

(e) Goodwill represents the difference between the purchase consideration and the fair value of assets acquired less liabilities assumed. Included in the total are identifiable intangible assets resulting from the valuations of acquired customer-related relationships, trade name, and various insurance licenses.

(f) Other liabilities have been adjusted to reflect the current funded status of PMA’s pension-type obligations, the fair value of certain capital support commitments to businesses previously sold, and of obligations related to operating lease agreements.

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REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Board of Directors and Shareholders of

Old Republic International Corporation:

We have audited the accompanying consolidated balance sheet of Old Republic International Corporation and subsidiaries (the Company) as of December 31, 2010, and the related consolidated statements of income, comprehensive income, preferred stock and common shareholders’ equity and cash flows for the year ended December 31, 2010. We also have audited the Company’s internal control over financial reporting as of December 31, 2010, based on criteria established in Internal Control – Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission. The Company’s management is responsible for these consolidated financial statements, for maintaining effective internal control over financial reporting, and for it s assessment of the effectiveness of internal control over financial reporting, included in the accompanying Management’s Report on Internal Control Over Financial Reporting under Item 9A of the 2010 Annual Report on Form 10-K. Our responsibility is to express an opinion on these consolidated financial statements and an opinion on the Company’s internal control over financial reporting based on our audits.

We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the financial statements are free of material misstatement and whether effective internal control over financial reporting was maintained in all material respects. Our audit of the consolidated financial statements included examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation. Our audit of internal control over financial reporting included obtaining an understanding of internal control over financial reporting, asses sing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. Our audits also included performing such other procedures as we considered necessary in the circumstances. We believe that our audits provide a reasonable basis for our opinions.

A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with author izations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of Old Republic International Corporation and subsidiaries as of December 31, 2010, and the related consolidated statements of income, comprehensive income, preferred stock and common shareholders’ equity and cash flows for the year ended December 31, 2010, in conformity with U.S. generally accepted accounting principles. Also, in our opinion, Old Republic International Corporation maintained, in all material respects, effective internal control over financial reporting as of December 31, 2010, based on criteria established in Internal Control – Integrated Framework issued by the Committee of Sponsoring Organizations o f the Treadway Commission.

/s/ KPMG LLP

Chicago, Illinois

February 28, 2011

90

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Board of Directors and Shareholders of

Old Republic International Corporation:

In our opinion, the accompanying consolidated balance sheet and the related consolidated statements of income, comprehensive income, preferred stock and common shareholders' equity and cash flows, present fairly, in all material respects, the financial position of Old Republic International Corporation and its subsidiaries at December 31, 2009, and the results of their operations and their cash flows for each of the two years in the period ended December 31, 2009 in conformity with accounting principles generally accepted in the United States of America. These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on these financial statements based on our audits. We conducted our audits of these statements in accordance with the standards of the Public Company Accounting Ov ersight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. Our audits of the financial statements included examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation. Our audits also included performing such other procedures as we considered necessary in the circumstances. We believe that our audits provide a reasonable basis for our opinion.

/s/ PricewaterhouseCoopers LLP

Chicago, Illinois

February 26, 2010

91

Management’s Responsibility for Financial Statements

Management is responsible for the preparation of the Company’s consolidated financial statements and related information appearing in this report. Management believes that the consolidated financial statements fairly reflect the form and substance of transactions and that the financial statements reasonably present the Company’s financial position and results of operations in conformity with generally accepted accounting principles. Management also has included in the Company’s financial statement amounts that are based on estimates and judgments which it believes are reasonable under the circumstances.

The independent registered public accounting firms have advised that they audit the Company’s consolidated financial statements in accordance with the standards of the Public Company Accounting Oversight Board, as stated in their reports, included herein.

The Board of Directors of the Company has an Audit Committee composed of five non-management Directors. The committee meets periodically with financial management, the internal auditors and the independent registered public accounting firm to review accounting, control, auditing and financial reporting matters.

Item 9 - Changes in and Disagreements with Accountants on Accounting and Financial Disclosure

None.

Item 9A - Controls and Procedures

Evaluation of Disclosure Controls and Procedures

The Company’s principal executive officer and its principal financial officer have evaluated the Company’s disclosure controls and procedures as of the end of the period covered by this annual report. Based upon their evaluation, the principal executive officer and principal financial officer have concluded that the Company’s disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934) are effective for the above referenced evaluation period.

Changes in Internal Control

During the three month period ended December 31, 2010, there were no changes in internal control over financial reporting that have materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting.

Management’s Report on Internal Control Over Financial Reporting

Our management is responsible for establishing and maintaining adequate internal control over financial reporting, as such term is defined in Exchange Act Rules 13a-15(f) and 15d-15(f). Under the supervision and with the participation of our management, including our principal executive officer and principal financial officer, we conducted an evaluation of the effectiveness of our internal control over financial reporting based on the framework in Internal Control – Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission.

The Company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. The Company’s internal control over financial reporting includes those policies and procedures that (i) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the Company; (ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the Company are being made only in accordance with authorizat ions of management and directors of the Company; and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of the Company’s assets that could have a material effect on the financial statements.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

Based on our evaluation under the framework in Internal Control – Integrated Framework, our management concluded that our internal control over financial reporting was effective as of December 31, 2010. KPMG LLP, an independent registered public accounting firm, has audited the effectiveness of our internal control over financial reporting as of December 31, 2010. Their report is shown on page 90 in this Annual Report.

92

Item 9B - Other Information

Pursuant to the requirements of Section 303A.12(a) of the New York Stock Exchange Listed Company Manual, the Company has filed the Annual CEO Certification with the New York Stock Exchange on June 16, 2010.

PART III

Item 10 - Directors, Executive Officers, and Corporate Governance

Executive Officers of the Registrant

The following table sets forth certain information as of December 31, 2010, regarding the senior officers of the Company:

Name	Age	Position
Charles S. Boone	57	Senior Vice President - Investments and Treasurer since August, 2001.
James A. Kellogg	59	Executive Vice Chairman since July, 2010 and President of Old Republic Insurance Company since October, 2002.
Spencer LeRoy, III	64	Senior Vice President, Secretary and General Counsel since 1992.
Karl W. Mueller	51	Senior Vice President and Chief Financial Officer since October, 2004.
Christopher S. Nard	47	President and Chief Operating Officer since July, 2010 and Chairman - Mortgage Guaranty since July 2010. President and Chief Executive Officer of Republic Mortgage Insurance Companies since May, 2005.
R. Scott Rager	62	Senior Vice President - General Insurance and President and Chief Operating Officer of Old Republic General Insurance Companies since July, 2006.
Rande K. Yeager	62	Senior Vice President - Title Insurance since March, 2003; Chairman and Chief Executive Officer of Old Republic Title Insurance Companies since July, 2010 and March, 2002, respectively.
Aldo C. Zucaro	71	Chairman of the Board, Chief Executive Officer, and Director since 1993, 1990 and 1976, respectively.

The term of office of each officer of the Company expires on the date of the annual meeting of the board of directors, which is generally held in May of each year. There is no family relationship between any of the executive officers named above. Each of these named officers has been employed in senior capacities with the Company and/or its subsidiaries for the past five years. Mr. LeRoy has been determined by the Company to not be an executive officer under Rule 3-b7 of the Exchange Act.

The Company will file with the Commission a definitive proxy statement pursuant to Regulation 14a in connection with its Annual Meeting of Shareholders to be held on May 27, 2011. A list of Directors appears on the "Signature" page of this report. Information about the Company’s directors is contained in the Company’s definitive proxy statement for the 2011 Annual Meeting of shareholders, which is incorporated herein by reference.

The Company has adopted a code of ethics that applies to its principal executive officer and principal financial officer. A copy has been filed with the Commission and appears as Exhibit (14) in the exhibit index under item 15. The Company has also posted the text of its code of ethics on its internet website at www.oldrepublic.com.

Item 11 - Executive Compensation

Information with respect to this Item is incorporated herein by reference to the section entitled "Executive Compensation" in the Company’s proxy statement in connection with the Annual Meeting of Shareholders to be held on May 27, 2011, which will be on file with the Commission.

Item 12-Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters

Information with respect to this Item is incorporated herein by reference to the sections entitled "General Information" and "Principal Holders of Securities" in the Company’s proxy statement to be filed with the Commission in connection with the Annual Meeting of Shareholders to be held on May 27, 2011.

93

Item 13 - Certain Relationships and Related Transactions

Information with respect to this Item is incorporated herein by reference to the sections entitled "Procedures for the Approval of Related Person Transactions" and "The Board of Directors Responsibilities and Independence" contained in the Company’s Proxy Statement in connection with the Annual Meeting of Shareholders to be held on May 27, 2011, which will be on file with the Commission.

Item 14 - Principal Accountant Fees and Services

Information with respect to this Item is incorporated herein by reference to the paragraphs following Item 2 concerning the "Ratification of the Selection of an Independent Registered Public Accounting Firm" contained in the Company’s Proxy Statement in connection with the Annual Meeting of Shareholders to be held on May 27, 2011, which will be on file with the Commission.

PART IV

Item 15 - Exhibits

Documents filed as a part of this report:

1.  Financial statements: See Item 8, Index to Financial Statements.

2.  See exhibit index on page 109 of this report.

3.  Financial Statement Schedules.

94

SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized (Name, Title or Principal Capacity, and Date).

(Registrant):                                Old Republic International Corporation

By	:	/s/ Aldo C. Zucaro	02/28/11
		Aldo C. Zucaro, Chairman of the Board,	Date
		Chief Executive Officer and Director

By	:	/s/ Karl W. Mueller	02/28/11
		Karl W. Mueller, Senior Vice President,	Date
		Chief Financial Officer, and
		Principal Accounting Officer

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the follow­ing persons on behalf of the registrant and in the capacities and on the dates indicated (Name, Title or Principal Capacity, and Date).

/s/ Harrington Bischof	/s/ Arnold L. Steiner
Harrington Bischof, Director*	Arnold L. Steiner, Director*
/s/ Jimmy A. Dew	/s/ Fredricka Taubitz
Jimmy A. Dew, Director*	Fredricka Taubitz, Director*
/s/ John M. Dixon	/s/ Charles F. Titterton
John M. Dixon, Director*	Charles F. Titterton, Director*
/s/ Leo E. Knight, Jr.	/s/ Dennis P. Van Mieghem
Leo E. Knight, Jr., Director*	Dennis P. Van Mieghem, Director*
/s/ William A. Simpson	/s/ Steven Walker
William A. Simpson, Director*	Steven Walker, Director*

*  By/s/Aldo C. Zucaro

   Attorney-in-fact

   Date: February 24, 2011

95

INDEX TO FINANCIAL  STATEMENT  SCHEDULES
Reports of Independent Registered Public Accounting Firms
OLD REPUBLIC INTERNATIONAL CORPORATION AND SUBSIDIARIES
Schedule	I	-Summary of Investments - Other than Investments in Related Parties as of December 31, 2010
Schedule	II	-Condensed Financial Information of Registrant as of December 31, 2010 and 2009 and for the years ended December 31, 2010, 2009, and 2008
Schedule	III	-Supplementary Insurance Information for the years ended December 31, 2010, 2009 and 2008
Schedule	IV	-Reinsurance for the years ended December 31, 2010, 2009 and 2008
Schedule	V	-Valuation and Qualifying Accounts for the years ended December 31, 2010, 2009 and 2008
Schedule	VI	-Supplemental Information Concerning Property - Casualty Insurance Operations for the years ended December 31, 2010, 2009 and 2008
Schedules other than those listed are omitted for the reason that they are not required, are not applicable or that equivalent information has been included in the financial statements, notes thereto, or elsewhere herein.

96

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM ON

FINANCIAL STATEMENT SCHEDULES

To the Board of Directors and Shareholders of

Old Republic International Corporation:

Under date of February 28, 2011, we reported on the consolidated balance sheet of Old Republic International Corporation and subsidiaries (the Company) as of December 31, 2010, and the related consolidated statements of income, comprehensive income, preferred stock and common shareholders’ equity and cash flows for the year ended December 31, 2010, as contained in the annual report on Form 10-K for the year 2010. In connection with our audit of the aforementioned consolidated financial statements, we also audited the related consolidated financial statement schedules as listed in the accompanying index. These financial statement schedules are the responsibility of the Company’s management. Our responsibility is to express an opinion on these financial statement schedules based on our audit.

In our opinion, such financial statement schedules, when considered in relation to the basic consolidated financial statements taken as a whole, present fairly, in all material respects, the information set forth therein.

/s/ KPMG LLP

Chicago, Illinois

February 28, 2011

97

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM ON

FINANCIAL STATEMENT SCHEDULES

To the Board of Directors and Shareholders of

Old Republic International Corporation:

Our audits of the consolidated financial statements referred to in our report dated February 26, 2010 (which report and consolidated financial statements are included under Item 8 in this Annual Report on Form 10-K) also included an audit of the applicable financial statement schedules listed in the accompanying index.  In our opinion, these financial statement schedules present fairly, in all material respects, the information set forth therein when read in conjunction with the related consolidated financial statements.

/s/ PricewaterhouseCoopers LLP

Chicago, Illinois

February 26, 2010

98

OLD  REPUBLIC  INTERNATIONAL  CORPORATION  AND  SUBSIDIARIES
SCHEDULE  I  -  SUMMARY  OF  INVESTMENTS  -  OTHER  THAN  INVESTMENTS  IN  RELATED  PARTIES
As of December 31, 2010
($ in Millions)
Column A	Column B		Column C		Column D
					Amount at
					which shown
			Fair		in balance
Type of investment	Cost (1)		Value		sheet
Available for sale:
Fixed maturity securities:
United States Government and
government agencies and authorities	$	1,203.6	$	1,250.0	$	1,250.0
States, municipalities and political subdivisions		1,391.0		1,459.8		1,459.8
Foreign government		162.5		169.3		169.3
Corporate, industrial and all other		5,313.2		5,652.9		5,652.9
		8,070.4	$	8,532.2		8,532.2
Equity securities:
Non-redeemable preferred stocks		.6	$	.6		.6
Common stocks:
Banks, trusts and insurance companies		78.4		316.7		316.7
Industrial, miscellaneous and all other		112.0		124.9		124.9
Indexed mutual funds		211.7		230.1		230.1
		402.8	$	672.4		672.4
Short-term investments		1,004.0				1,004.0
Miscellaneous investments		40.7				40.7
Total		9,518.1				10,249.4
Other investments		9.8				9.8
Total Investments	$	9,528.0			$	10,259.3

(1) Represents original cost of equity securities, net of other-than-temporary impairment adjustments of $245.4, and as to fixed maturities, original cost reduced by repayments and adjusted for amortization of premium or accrual of discount.

99

OLD  REPUBLIC  INTERNATIONAL  CORPORATION  AND  SUBSIDIARIES
SCHEDULE  II  -  CONDENSED FINANCIAL INFORMATION OF REGISTRANT
BALANCE SHEETS
OLD REPUBLIC INTERNATIONAL CORPORATION (PARENT COMPANY)
($ in Millions)
	December 31,
	2010		2009
Assets:
Bonds and notes	$	20.5	$	20.5
Short-term investments		96.3		58.3
Investments in, and indebtedness of related parties		4,426.1		4,207.6
Other assets		62.9		58.0
Total Assets	$	4,606.0	$	4,344.5
Liabilities and Common Shareholders' Equity:
Liabilities:
Accounts payable and accrued expenses	$	110.2	$	90.2
Debt and debt equivalents		342.0		344.2
Indebtedness to affiliates and subsidiaries		32.2		18.6
Commitments and contingent liabilities
Total Liabilities		484.6		453.1
Common Shareholders' Equity:
Common stock		259.2		240.6
Additional paid-in capital		649.6		412.4
Retained earnings		2,791.4		2,927.3
Accumulated other comprehensive income (loss)		459.1		353.7
Unallocated ESSOP shares (at cost)		(38.0)		(42.7)
Total Common Shareholders’ Equity		4,121.4		3,891.4
Total Liabilities and Common Shareholders’ Equity	$	4,606.0	$	4,344.5

100

OLD  REPUBLIC  INTERNATIONAL  CORPORATION  AND  SUBSIDIARIES
SCHEDULE  II  -  CONDENSED FINANCIAL INFORMATION OF REGISTRANT
STATEMENTS OF INCOME
OLD REPUBLIC INTERNATIONAL CORPORATION (PARENT COMPANY)
($ in Millions)
	Years Ended December 31,
	2010		2009		2008
Revenues:
Investment income from subsidiaries	$	35.7	$	33.0	$	19.6
Real estate and other income		4.0		4.1		4.2
Other investment income		.6		.9		2.4
Total revenues		40.4		38.1		26.4
Expenses:
Interest - subsidiaries		.6		2.9		3.8
Interest - other		29.4		20.1		.1
Real estate and other expenses		3.7		3.7		3.6
General expenses, taxes and fees		13.9		10.7		11.5
Total expenses		47.7		37.6		19.1
Revenues, net of expenses		(7.2)		.5		7.2
Federal income taxes (credits)		(2.6)		(.3)		2.2
Income (loss) before equity in earnings (losses) of subsidiaries		(4.5)		.8		5.0
Equity in Earnings (Losses) of Subsidiaries:
Dividends received		181.1		181.5		191.2
Earnings (losses) in excess of dividends		(146.3)		(281.5)		(754.6)
Net Income (Loss)	$	30.1	$	(99.1)	$	(558.3)

101

OLD  REPUBLIC  INTERNATIONAL  CORPORATION  AND  SUBSIDIARIES
SCHEDULE  II  -  CONDENSED FINANCIAL INFORMATION OF REGISTRANT
STATEMENTS OF CASH FLOWS
OLD REPUBLIC INTERNATIONAL CORPORATION (PARENT COMPANY)
($ in Millions)
	Years Ended December 31,
	2010		2009		2008
Cash flows from operating activities:
Net income (loss)	$	30.1	$	(99.1)	$	(558.3)
Adjustments to reconcile net income (loss) to
net cash provided by operating activities:
Accounts receivable		-		.3		(.1)
Income taxes - net		13.2		(5.0)		26.0
Excess of equity in net (income) loss
of subsidiaries over cash dividends received		146.3		281.5		754.2
Accounts payable, accrued expenses and other		11.9		2.8		9.1
Total		201.6		180.4		230.8
Cash flows from investing activities:
Purchases of:
Fixed maturity securities		-		-		(12.6)
Fixed assets for company use		(5.3)		(2.3)		-
Net repayment (issuance) of
notes receivable with related parties		7.7		(188.2)		(118.1)
Net decrease (increase) in short-term investments		(37.9)		70.7		(92.7)
Investment in, and indebtedness of related parties-net		-		-		(77.1)
Total		(35.5)		(119.8)		(300.8)
Cash flows from financing activities:
Issuance of debentures and notes		-		306.7		30.0
Net issuance (repayment) of notes and loans to related parties		(1.4)		(205.9)		159.1
Issuance of common shares		3.2		1.4		86.1
Redemption of debentures and notes		(2.1)		(2.0)		(.4)
Unallocated ESSOP shares		-		-		(50.0)
Dividends on common shares		(166.1)		(160.0)		(155.2)
Other - net		.2		(.8)		.3
Total		(166.1)		(60.6)		70.0
Increase (decrease) in cash		-		-		-
Cash, beginning of year		-		-		-
Cash, end of year	$	-	$	-	$	-

102

OLD  REPUBLIC  INTERNATIONAL  CORPORATION  AND  SUBSIDIARIES

SCHEDULE  II  -  CONDENSED FINANCIAL INFORMATION OF REGISTRANT

NOTES TO CONDENSED FINANCIAL STATEMENTS

($ in Millions)

Note 1 - Summary of Significant Accounting Policies

Old Republic International Corporation’s ("the Company" or "Old Republic") condensed financial statements are presented in accordance with the Financial Accounting Standards Board’s ("FASB") Accounting Standards Codification ("ASC") of accounting principles generally accepted in the United States of America ("GAAP") and should be read in conjunction with the consolidated financial statements and notes thereto of Old Republic International Corporation and Subsidiaries included in its Annual Report on Form 10-K.

Note 2 - Investments in Consolidated Subsidiaries

Old Republic International Corporation’s investments in consolidated subsidiaries are reflected in the condensed financial statements in accordance with the equity method of accounting. Undistributed earnings in excess of dividends received are recorded as separate line items in the condensed statements of income.

Note 3 - Debt

In April 2009, the Company completed a public offering of $316.25 aggregate principal amount of Convertible Senior Notes. The notes bear interest at a rate of 8.0% per year, mature on May 15, 2012, and are convertible at any time prior to maturity by the holder into 86.8056 shares (subject to periodic adjustment under certain circumstances) of common stock per one thousand dollar note.

The Company currently has access to the commercial paper market through a wholly-owned subsidiary for up to $150.0.

In the fourth quarter 2008, the Company secured a $30.0 bank loan to enable its Employees Savings and Stock Ownership Plan ("ESSOP") to purchase Old Republic common stock. The average yield of the ESSOP bank loan was 3.77% and 3.85% at December 31, 2010 and 2009, respectively.

103

OLD  REPUBLIC  INTERNATIONAL  CORPORATION  AND  SUBSIDIARIES
SCHEDULE  III  -  SUPPLEMENTARY INSURANCE INFORMATION
For the years ended December 31, 2010, 2009 and 2008
($ in Millions)
Column A	Column B		Column C		Column D		Column E		Column F
	Deferred		Losses,				Other
	Policy		Claims and				Policyholders’
	Acquisition		Settlement		Unearned		Benefits and		Premium
Segment	Costs		Expenses		Premiums		Funds		Revenue
Year Ended December 31, 2010:
Insurance Underwriting:
General Insurance Group	$	164.4	$	3,928.1	$	981.7	$	93.4	$	1,782.1
Mortgage Insurance Group		31.9		1,623.0		64.4		-		498.8
Title Insurance Group		-		298.0		-		6.4		863.0
Corporate & Other (1)		34.3		20.0		-		57.6		81.4
Reinsurance Recoverable (2)		-		2,945.3		186.2		34.8		-
Consolidated	$	230.6	$	8,814.6	$	1,232.4	$	192.4	$	3,225.5
Year Ended December 31, 2009:
Insurance Underwriting:
General Insurance Group	$	136.2	$	3,334.3	$	825.8	$	84.5	$	1,782.5
Mortgage Insurance Group		34.1		1,965.4		74.9		-		644.5
Title Insurance Group		-		277.1		-		5.7		611.0
Corporate & Other (1)		36.5		21.5		-		57.7		73.3
Reinsurance Recoverable (2)		-		2,316.5		137.4		37.2		-
Consolidated	$	206.9	$	7,915.0	$	1,038.1	$	185.2	$	3,111.5
Year Ended December 31, 2008:
Insurance Underwriting:
General Insurance Group	$	147.7	$	3,326.9	$	889.9	$	85.3	$	1,989.3
Mortgage Insurance Group		38.0		1,382.6		89.4		-		592.5
Title Insurance Group		-		282.4		-		2.2		463.1
Corporate & Other (1)		37.0		22.2		-		57.2		80.1
Reinsurance Recoverable (2)		-		2,227.0		132.9		35.7		-
Consolidated	$	222.8	$	7,241.3	$	1,112.2	$	180.7	$	3,125.1

(1)   Represents amounts for Old Republic’s holding company parent, minor corporate services subsidiaries and a small life & health insurance operation.

(2)   In accordance with GAAP, reinsured losses and unearned premiums are to be reported as assets. Assets and liabilities were, as a result, increased by corresponding amounts of approximately $3.1 billion, $2.4 billion and $2.3 billion at December 31, 2010, 2009 and 2008, respectively. This accounting treatment does not have any effect on the Company’s results of operations.

104

OLD  REPUBLIC  INTERNATIONAL  CORPORATION  AND  SUBSIDIARIES
SCHEDULE  III  -  SUPPLEMENTARY INSURANCE INFORMATION
For the years ended December 31, 2010, 2009 and 2008
($ in Millions)
Column A	Column G		Column H		Column I		Column J		Column K
			Benefits,		Amortization
			Claims,		of Deferred
	Net		Losses and		Policy		Other
	Investment		Settlement		Acquisition		Operating		Premiums
Segment	Income		Expenses		Costs		Expenses		Written
Year Ended December 31, 2010:
Insurance Underwriting:
General Insurance Group	$	260.1	$	1,361.8	$	264.8	$	275.5	$	1,697.1
Mortgage Insurance Group		84.9		766.2		31.1		51.9		488.4
Title Insurance Group		26.5		96.8		22.2		1,132.5		863.0
Corporate & Other (1)		7.3		40.3		-		31.5		81.3
Reinsurance Recoverable (2)		-		-		-		-		-
Consolidated	$	379.0	$	2,265.3	$	318.1	$	1,491.5	$	3,129.9
Year Ended December 31, 2009:
Insurance Underwriting:
General Insurance Group	$	258.9	$	1,360.3	$	257.9	$	234.2	$	1,720.4
Mortgage Insurance Group		92.0		1,134.1		35.4		62.9		630.0
Title Insurance Group		25.2		70.3		-		841.6		611.0
Corporate & Other (1)		7.2		34.1		20.2		25.8		72.9
Reinsurance Recoverable (2)		-		-		-		-		-
Consolidated	$	383.5	$	2,598.9	$	313.6	$	1,164.6	$	3,034.4
Year Ended December 31, 2008:
Insurance Underwriting:
General Insurance Group	$	253.6	$	1,452.3	$	294.9	$	214.2	$	1,966.6
Mortgage Insurance Group		86.8		1,180.7		38.7		64.9		602.0
Title Insurance Group		25.1		45.6		-		681.9		463.1
Corporate & Other (1)		11.6		36.8		24.2		22.1		77.4
Reinsurance Recoverable (2)		-		-		-		-		-
Consolidated	$	377.3	$	2,715.7	$	357.8	$	983.3	$	3,109.4

(1)   Represents amounts for Old Republic’s holding company parent, minor corporate services subsidiaries and a small life & health insurance operation.

(2)   In accordance with GAAP, reinsured losses and unearned premiums are to be reported as assets. Assets and liabilities were, as a result, increased by corresponding amounts of approximately $3.1 billion, $2.4 billion and $2.3 billion at December 31, 2010, 2009 and 2008, respectively. This accounting treatment does not have any effect on the Company’s results of operations.

105

OLD  REPUBLIC  INTERNATIONAL  CORPORATION  AND  SUBSIDIARIES
SCHEDULE  IV  -  REINSURANCE
For the years ended December 31, 2010, 2009 and 2008
($ in Millions)
Column A	Column B		Column C		Column D		Column E		Column F
									Percentage
			Ceded		Assumed				of amount
	Gross		to other		from other		Net		assumed
	amount		companies		companies		amount		to net
Year Ended December 31, 2010:
Life insurance in force	$	10,795.6	$	5,594.4	$	-	$	5,201.1	-	%
Premium Revenues:
General Insurance	$	2,366.7	$	595.3	$	10.7	$	1,782.1	.6	%
Mortgage Insurance		529.5		30.6		(.1)		498.8	-
Title Insurance		861.4		.1		1.7		863.0	.2
Life and Health Insurance:
Life insurance		27.3		10.0		-		17.2	-
Accident and health insurance		79.5		15.4		-		64.1	-
Total Life & Health Insurance		106.9		25.4		-		81.4	-
Consolidating adjustments		-		-		-		-	-
Consolidated	$	3,864.6	$	651.5	$	12.4	$	3,225.5	.4	%
Year Ended December 31, 2009:
Life insurance in force	$	11,302.6	$	5,876.2	$	-	$	5,426.3	-	%
Premium Revenues:
General Insurance	$	2,432.1	$	666.0	$	16.3	$	1,782.5	.9	%
Mortgage Insurance		648.6		4.3		.2		644.5	-
Title Insurance		605.2		.1		5.9		611.0	1.0
Life and Health Insurance:
Life insurance		28.7		13.1		-		15.6	-
Accident and health insurance		74.6		16.8		-		57.7	-
Total Life & Health Insurance		103.4		30.0		-		73.3	-
Consolidating adjustments		-		-		-		-	-
Consolidated	$	3,789.5	$	700.5	$	22.5	$	3,111.5	.7	%
Year Ended December 31, 2008:
Life insurance in force	$	12,485.5	$	6,434.6	$	-	$	6,050.8	-	%
Premium Revenues:
General Insurance	$	2,702.0	$	741.8	$	29.1	$	1,989.3	1.5	%
Mortgage Insurance		698.4		106.3		.3		592.5	.1
Title Insurance		460.2		.1		3.1		463.1	.7
Life and Health Insurance:
Life insurance		32.1		14.4		-		17.7	-
Accident and health insurance		76.1		13.7		-		62.3	-
Total Life & Health Insurance		108.3		28.2		-		80.1	-
Consolidating adjustments		-		-		-		-	-
Consolidated	$	3,969.0	$	876.5	$	32.6	$	3,125.1	1.0	%

106

OLD  REPUBLIC  INTERNATIONAL  CORPORATION  AND  SUBSIDIARIES
SCHEDULE  V  -  VALUATION AND QUALIFYING ACCOUNTS
For the years ended December 31, 2010, 2009 and 2008
($ in Millions)
Column A	Column B		Column C				Column D		Column E
			Additions
					Charged
	Balance at		Charged to		to Other				Balance at
	Beginning of		Costs and		Accounts -		Deductions -		End of
Description	Period		Expenses		Describe		Describe		Period
Year Ended December 31, 2010:
Deducted from Asset Accounts:
Reserve for unrecoverable
reinsurance	$	28.2	$	-	$	-	$	-	$	28.2
Deferred tax asset valuation
Allowance (1)	$	-	$	3.8	$	9.6	$	-	$	13.5
Year Ended December 31, 2009:
Deducted from Asset Accounts:
Reserve for unrecoverable
reinsurance	$	28.2	$	-	$	-	$	-	$	28.2
Deferred tax asset valuation
Allowance (1)	$	54.0	$	-	$	-	$	(54.0)	$	-
Year Ended December 31, 2008:
Deducted from Asset Accounts:
Reserve for unrecoverable
reinsurance	$	28.7	$	(.4)	$	-	$	-	$	28.2
Deferred tax asset valuation
Allowance (1)	$	-	$	54.0	$	-	$	-	$	54.0

(1)   A valuation allowance of $54.0 was established against a deferred tax asset related to the Company’s realized losses on investments at December 31, 2008. During 2009, this valuation allowance was eliminated following an increase in the fair value of the Company’s investment portfolio which continued through 2010. In 2010, a valuation allowance of $13.5 was established related to certain net operating loss and tax credit carryforwards. Of this amount, $9.6 was established through the application of purchase accounting pursuant to the Company's merger with PMA.

107

OLD  REPUBLIC  INTERNATIONAL  CORPORATION  AND  SUBSIDIARIES

SCHEDULE VI – SUPPLEMENTAL INFORMATION CONCERNING

PROPERTY-CASUALTY INSURANCE OPERATIONS

For the years ended December 31, 2010, 2009 and 2008

($ in Millions)

Column A	Column B		Column C		Column D		Column E
			Reserves
			for Unpaid
	Deferred		Claims		Discount,
	Policy		and Claim		If Any,
	Acquisition		Adjustment		Deducted in		Unearned
Affiliation With Registrant (1)	Costs		Expenses (2)		Column C		Premiums (2)
Year Ended December 31:
2010	$	164.4	$	3,928.1	$	231.0	$	981.7
2009		136.2		3,334.3		143.9		825.8
2008		147.7		3,326.9		156.8		889.9
Column A	Column F		Column G		Column H
					Claims and Claim
					Adjustment Expenses
			Net		Incurred Related to
	Earned		Investment		Current		Prior
Affiliation With Registrant (1)	Premiums		Income		Year		Years
Year Ended December 31:
2010	$	1,782.1	$	260.1	$	1,426.3	$	(76.6)
2009		1,782.5		258.9		1,409.2		(56.8)
2008		1,989.3		253.6		1,520.1		(83.0)
Column A	Column I		Column J		Column K
	Amortization		Paid
	of Deferred		Claims
	Policy		and Claim
	Acquisition		Adjustment		Premiums
Affiliation With Registrant (1)	Costs		Expenses		Written
Year Ended December 31:
2010	$	264.8	$	1,399.0	$	1,697.1
2009		257.9		1,345.0		1,720.4
2008		294.9		1,389.8		1,966.6

(1) Includes consolidated property-casualty entities. The amounts relating to the Company’s unconsolidated property-casualty subsidiaries and the proportionate share of the registrant’s and its subsidiaries’ 50%-or-less owned property-casualty equity investees are immaterial and have, therefore, been omitted from this schedule.

(2) See note (2) to Schedule III.

108

EXHIBIT INDEX

	An index of exhibits required by Item 601 of Regulation S-K follows:
(3)	Articles of incorporation and by-laws.
	(A)	*	Restated Certificate of Incorporation. (Exhibit 3(A) to Registrant’s Annual Report on Form 10-K for 2004).
	(B)	*	By-laws, as amended. (Exhibit 99.1 to Form 8-K filed March 1, 2010).
(4)	Instruments defining the rights of security holders, including indentures.
	(A)	*	Amended and Restated Rights Agreement dated as of November 19, 2007 between Old Republic International Corporation and Wells Fargo Bank, NA. (Exhibit 4.1 to Registrant’s Form 8-A filed November 19, 2007).
	(B)	*	Agreement to furnish certain long-term debt instruments to the Securities & Exchange Commission upon request. (Exhibit 4(D) to Registrant’s Form 8 dated August 28, 1987).
	(C)	*	Form of Indenture dated August 29, 1992 between Old Republic International Corporation and the Wilmington Trust Company, as Trustee (refiled as Exhibit 4.1 to Registrant’s Form 8-K filed April 22, 2009)
	(D)	*	Supplemental Indenture dated April 29, 2009 between Old Republic International Corporation and the Wilmington Trust Company, as Trustee. (Exhibit 4.1 to Registrant’s Form 8-K filed April 29, 2009)
(10)	Material contracts.
**	(A)	*	Amended and Restated Old Republic International Corporation Key Employees Performance Recognition Plan. (Exhibit 10(A) to Registrant’s Annual Report on Form 10-K for 2002).
**	(B)	*	Old Republic International Corporation 2005 Key Employees Performance Recognition Plan. (Exhibit 10(B) to Registrant’s Annual Report on Form 10-K for 2006).
**	(C)	*	Amended and Restated 1992 Old Republic International Corporation Non-qualified Stock Option Plan. (Exhibit 10(B) to Registrant’s Annual Report on Form 10-K for 2002).
**	(D)	*	Amended and Restated 2002 Old Republic International Corporation Non-qualified Stock Option Plan. (Exhibit 10(C) to Registrant’s Annual Report on Form 10-K for 2005).
**	(E)	*	Old Republic International Corporation 2006 Incentive Compensation Plan. (Exhibit 99.1 to Form 8-K/A filed June 2, 2006).
**	(F)	*	Amended and Restated Old Republic International Corporation Executives Excess Benefits Pension Plan. (Exhibit 10(F) to Registrant’s Annual Report on Form 10-K for 2008).
**	(G)	*	Form of Indemnity Agreement between Old Republic International Corporation and each of its directors and certain officers. (Exhibit 10 to Form S-3 Registration Statement No. 33-16836).
**	(H)	*	RMIC Corporation/Republic Mortgage Insurance Company Amended and Restated Key Employees Performance Recognition Plan. (Exhibit 10(I) to Registrant’s Annual Report on Form 10-K for 2000).
**	(I)	*	RMIC/Republic Mortgage Insurance Company 2005 Key Employees Performance Recognition Plan. (Exhibit 10(J) to Registrant’s Annual Report on Form 10-K for 2006).
**	(J)	*	Amended and Restated RMIC Corporation/Republic Mortgage Insurance Company Executives Excess Benefits Pension Plan. (Exhibit 10(J) to Registrant’s Annual Report on Form 10-K for 2008).
**	(K)	*	Amended and Restated Old Republic Risk Management Key Employees Recognition Plan. (Exhibit 10(J) to Registrant’s Annual Report on Form 10-K for 2002).

109

(Exhibit Index, Continued)

**	(L)	*	Old Republic Risk Management, Inc. 2005 Key Employees Performance Recognition Plan. (Exhibit 10(M) to Registrant’s Annual Report on Form 10-K for 2006).
**	(M)	*	Old Republic National Title Group Incentive Compensation Plan. (Exhibit 10(K) to Registrant’s Annual Report on Form 10-K for 2003).
**	(N)	*	ORI Great West Holdings, Inc. Key Employees Performance Recognition Plan. (Exhibit 10(O) to Registrant’s Annual Report on Form 10-K for 2006).
**	(O)	*	ORI Great West Holdings, Inc. 2005 Key Employees Performance Recognition Plan. (Exhibit 10(P) to Registrant’s Annual Report on Form 10-K for 2006).
**	(P)		Credit agreement dated as of September 2, 2010 among Old Republic Capital Corporation, as borrower, Old Republic International Corporation, as guarantor, J.P. Morgan Chase Bank, National Association, as administrative agent, The Northern Trust Company, as syndication agent, and KeyBank National Association and U.S. Bank National Association, as documentation agents.
(12)			Not applicable
(13)			Not applicable
(14)		*	Code of Ethics for the Principal Executive Officer and Senior Financial Officer. (Exhibit 99.1 to Registrant’s Form 8-K filed May 19, 2009).
(21)			Subsidiaries of the registrant.
(23.1)			Consent of KPMG LLP.
(23.2)			Consent of PricewaterhouseCoopers LLP.
(24)			Powers of attorney.
(31.1)			Certification by Aldo C. Zucaro, Chief Executive Officer, pursuant to Rule 13a-14(a) and 15d-14(a), as   adopted pursuant to Section 302 of the Sarbannes-Oxley Act of 2002.
(31.2)			Certification by Karl W. Mueller, Chief Financial Officer, pursuant to Rule 13a-14(a) and 15d-14(a), as   adopted pursuant to Section 302 of the Sarbannes-Oxley Act of 2002.
(32.1)			Certification by Aldo C. Zucaro, Chief Executive Officer, pursuant to Section 1350, Chapter 63 of Title 18, United States Code, as adopted pursuant to Section 906 of the Sarbannes-Oxley Act of 2002.
(32.2)			Certification by Karl W. Mueller, Chief Financial Officer, pursuant to Section 1350, Chapter 63 of Title 18, United States Code, as adopted pursuant to Section 906 of the Sarbannes-Oxley Act of 2002.
(99.1)		*	Old Republic International Corporation Audit Committee Charter. (Exhibit 99.1 to Registrant’s Form 8-K filed June 3, 2010).
(99.2)		*	Old Republic International Corporation Governance and Nominating Committee Charter. (Exhibit 99.3 to Registrant’s Form 8-K filed June 3, 2010).
(99.3)		*	Old Republic International Corporation Compensation Committee Charter. (Exhibit 99.2 to Registrant’s Form 8-K filed June 3, 2010).
(99.4)		*	Code of Business Conduct and Ethics. (Exhibit 99.2 to Registrant’s Form 8-K filed May 19, 2009).
(99.5)		*	Corporate Governance Guidelines. (Exhibit 99.3 to Registrant’s Form 8-K filed May 19, 2009).

* Exhibit incorporated herein by reference.

** Denotes a management or compensatory plan or arrangement required to be filed as an exhibit pursuant to Item 601 of Regulation S-K.

110

EX-10.P

Exhibit 10(P)

CREDIT AGREEMENT

dated as of

September 2, 2010

among

OLD REPUBLIC CAPITAL CORPORATION,

as Borrower,

OLD REPUBLIC INTERNATIONAL CORPORATION,

as Guarantor,

The Lenders Party Hereto,

JPMORGAN CHASE BANK, NATIONAL ASSOCIATION,

as Administrative Agent

THE NORTHERN TRUST COMPANY,

as Syndication Agent,

and

KEYBANK NATIONAL ASSOCIATION and

U.S. BANK NATIONAL ASSOCIATION,

as Documentation Agents

J.P. MORGAN SECURITIES INC.,

as Sole Bookrunner and Joint Lead Arranger

THE NORTHERN TRUST COMPANY,

as Joint Lead Arranger

TABLE OF CONTENTS

Page

ARTICLE I
	Definitions		1
	SECTION 1.01.	Defined Terms	1
	SECTION 1.02.	Classification of Loans and Borrowings	17
	SECTION 1.03.	Terms Generally	17
	SECTION 1.04.	Accounting Terms; GAAP; SAP	17
ARTICLE II
	The Credits		18
	SECTION 2.01.	Commitments	18
	SECTION 2.02.	Loans and Borrowings	18
	SECTION 2.03.	Requests for Borrowings	18
	SECTION 2.04.	Funding of Borrowings	19
	SECTION 2.05.	Interest Elections	20
	SECTION 2.06.	Termination, Reduction and Increase of Commitments	21
	SECTION 2.07.	Repayment of Loans; Evidence of Debt	22
	SECTION 2.08.	Prepayment of Loans	23
	SECTION 2.09.	Fees	23
	SECTION 2.10.	Interest	24
	SECTION 2.11.	Alternate Rate of Interest	24
	SECTION 2.12.	Increased Costs	25
	SECTION 2.13.	Break Funding Payments	26
	SECTION 2.14.	Taxes	26
	SECTION 2.15.	Payments Generally; Pro Rata Treatment; Sharing of Set-offs	27
	SECTION 2.16.	Mitigation Obligations; Replacement of Lenders	29
	SECTION 2.17.	Defaulting Lenders	29
ARTICLE III
	Representations and Warranties		30
	SECTION 3.01.	Organization; Powers	30
	SECTION 3.02.	Authorization; Enforceability	30
	SECTION 3.03.	Governmental Approvals; No Conflicts	31
	SECTION 3.04.	Financial Condition; No Material Adverse Change	31
	SECTION 3.05.	Properties	31
	SECTION 3.06.	Litigation and Environmental Matters	32
	SECTION 3.07.	Compliance with Laws and Agreements	32
	SECTION 3.08.	Investment Company Status	32
	SECTION 3.09.	Taxes	32
	SECTION 3.10.	ERISA	32
	SECTION 3.11.	Disclosure	33

	SECTION 3.12.	Subsidiaries	33
	SECTION 3.13.	Regulation U	33
	SECTION 3.14.	Solvency	33
	SECTION 3.15.	Intellectual Property	33
	SECTION 3.16.	Insurance Licenses	33
ARTICLE IV
	Conditions		34
	SECTION 4.01.	Effective Date	34
	SECTION 4.02.	Each Credit Event	35
ARTICLE V
	Affirmative Covenants		35
	SECTION 5.01.	Financial Statements; Ratings Change and Other Information	35
	SECTION 5.02.	Notices of Material Events	37
	SECTION 5.03.	Existence; Conduct of Business	38
	SECTION 5.04.	Payment of Obligations	38
	SECTION 5.05.	Maintenance of Properties; Insurance	39
	SECTION 5.06.	Books and Records; Inspection Rights	39
	SECTION 5.07.	Compliance with Laws	39
	SECTION 5.08.	Use of Proceeds	39
ARTICLE VI
	Negative Covenants		39
	SECTION 6.01.	Indebtedness	39
	SECTION 6.02.	Liens	40
	SECTION 6.03.	Fundamental Changes	41
	SECTION 6.04.	Investments, Loans, Advances, Guarantees and Acquisitions	41
	SECTION 6.05.	Swap Agreements	42
	SECTION 6.06.	Restricted Payments	42
	SECTION 6.07.	Transactions with Affiliates	42
	SECTION 6.08.	Restrictive Agreements	43
	SECTION 6.09.	Minimum Consolidated Net Worth	43
	SECTION 6.10.	Maximum Total Debt to Total Capitalization Ratio	43
	SECTION 6.11.	Statutory Surplus	43
	SECTION 6.12.	Fiscal Year	44
ARTICLE VII
	Events of Default		44
ARTICLE VIII
	The Administrative Agent		46

ARTICLE IX
	Miscellaneous		48
	SECTION 9.01.	Notices	48
	SECTION 9.02.	Waivers; Amendments	49
	SECTION 9.03.	Expenses; Indemnity; Damage Waiver	50
	SECTION 9.04.	Successors and Assigns	51
	SECTION 9.05.	Survival	54
	SECTION 9.06.	Counterparts; Integration; Effectiveness	54
	SECTION 9.07.	Severability	54
	SECTION 9.08.	Right of Setoff	54
	SECTION 9.09.	Governing Law; Jurisdiction; Consent to Service of Process	55
	SECTION 9.10.	WAIVER OF JURY TRIAL	55
	SECTION 9.11.	Headings	56
	SECTION 9.12.	Confidentiality	56
	SECTION 9.13.	Interest Rate Limitation	57
	SECTION 9.14.	USA PATRIOT Act	57
SCHEDULES:
Schedule 2.01 -- Commitments
Schedule 3.06 -- Disclosed Matters
Schedule 3.12 -- Subsidiaries
Schedule 3.16 -- Insurance Licenses
Schedule 6.01 -- Existing Indebtedness
Schedule 6.02 -- Existing Liens
Schedule 6.08 -- Existing Restrictions
EXHIBITS:
Exhibit A -- Form of Assignment and Assumption
Exhibit B -- Form of Promissory Note

CREDIT AGREEMENT dated as of September 2, 2010 among OLD REPUBLIC CAPITAL CORPORATION, as Borrower, OLD REPUBLIC INTERNATIONAL CORPORATION, as Guarantor, the LENDERS party hereto, and JPMORGAN CHASE BANK, NATIONAL ASSOCIATION, as Administrative Agent.

The parties hereto agree as follows:

ARTICLE I

Definitions

SECTION 1.01.Defined Terms.  As used in this Agreement, the following terms have the meanings specified below:

“ABR”, when used in reference to any Loan or Borrowing, refers to whether such Loan, or the Loans comprising such Borrowing, are bearing interest at a rate determined by reference to the Alternate Base Rate.

“Acquired Entity or Business” means either (a) the assets constituting a business, division, facility, product line or line of business of any Person not already a Subsidiary or (b) 100% of the capital stock of any such Person, which Person shall, as a result of such acquisi­tion or merger, become a Wholly-Owned Subsidiary of the Guarantor (or shall be merged with and into the Guarantor or a Wholly-Owned Subsidiary, with the Guarantor or such Wholly-Owned Subsidiary being the surviving Person).

“Adjusted LIBO Rate” means, for any Interest Period, an interest rate per annum (rounded upwards, if necessary, to the next 1/16 of 1%) equal to (a) the LIBO Rate for such Interest Period multiplied by (b) the Statutory Reserve Rate.

“Adjusted One Month LIBO Rate” means, for any date of determination, an interest rate per annum equal to the Adjusted LIBO Rate for a one month Interest Period as quoted on such day (or if such day is not a Business Day, the immediately preceding Business Day); provided that, for the avoidance of doubt, the Adjusted LIBO Rate for any day shall be based on the rate appearing on the Reuters Screen LIBOR01 Page (or on any successor or substitute page) at approximately 11:00 a.m. London time on such day (without any rounding).

“Administrative Agent” means JPMorgan Chase Bank, National Association, in its capacity as administrative agent for the Lenders hereunder.

“Administrative Questionnaire” means an Administrative Questionnaire in a form supplied by the Administrative Agent.

“Affiliate” means, with respect to a specified Person, another Person that directly, or indirectly through one or more intermediaries, Controls or is Controlled by or is under common Control with the Person specified.

“Agreement” means this Credit Agreement, as amended, restated, modified or supplemented from time to time.

“Alternate Base Rate” means, for any day, a rate per annum equal to the greatest of (a) the Prime Rate in effect on such day, (b) the Federal Funds Effective Rate in effect on such day plus ½ of 1% and (c) the Adjusted One Month LIBO Rate on such day (or if such day is not a Business Day, the immediately preceding Business Day) plus 1%, provided that, for the avoidance of doubt, the Adjusted LIBO Rate for any day shall be based on the rate appearing on the Reuters Screen LIBOR01 Page (or on any successor or substitute page) at approximately 11:00 a.m. London time on such day (without any rounding).  Any change in the Alternate Base Rate due to a change in the Prime Rate, the Feder al Funds Effective Rate or the Adjusted LIBO Rate shall be effective from and including the effective date of such change in the Prime Rate, the Federal Funds Effective Rate or the Adjusted LIBO Rate, respectively.

“Annual Statement” means the annual statutory financial statement of any Insurance Subsidiary required to be filed with the insurance commissioner (or similar authority) of its jurisdiction of incorporation, which statement shall be in the form required by such Insurance Subsidiary’s jurisdiction of incorporation or, if no specific form is so required, in the form of financial statements permitted by such insurance commissioner (or such similar authority) to be used for filing annual statutory financial statements and shall contain the type of information permitted by such insurance commissioner (or such similar authority) to be disclosed therein, together with all exhibits or schedules filed therewith.

“Applicable Percentage” means, with respect to any Lender, the percentage of the total Commitments represented by such Lender’s Commitment.  If the Commitments have terminated or expired, the Applicable Percentages shall be determined based upon the Commitments most recently in effect, giving effect to any assignments.

“Applicable Rate” means, for any day, with respect to any ABR Loan or Eurodollar Loan, or with respect to the facility fees payable hereunder, as the case may be, the applicable rate per annum set forth below under the caption “ABR Spread”, “Eurodollar Spread” or “Facility Fee Rate”, as the case may be, based upon the ratings by Moody’s and S&P, respectively, applicable on such date to the Index Debt:

Index Debt Ratings:	ABR Spread	Eurodollar Spread	Facility Fee Rate
Level I Status	0.325%	1.325%	0.175%
Level II Status	0.55%	1.55%	0.20%
Level III Status	0.75%	1.75%	0.25%
Level IV Status	0.95%	1.95%	0.30%

2

For the purposes of this definition:

"Level I Status" exists at any date if, on such date, the Guarantor's Moody's Rating is A2 or better or the Guarantor's S&P Rating is A or better.

"Level II Status" exists at any date if, on such date, (i) the Guarantor has not qualified for Level I Status and (ii) the Guarantor's Moody's Rating is A3 or better or the Guarantor's S&P Rating is A- or better.

"Level III Status" exists at any date if, on such date, (i) the Guarantor has not qualified for Level I Status or Level II Status and (ii) the Guarantor's Moody's Rating is Baal or better or the Guarantor's S&P Rating is BBB+ or better.

"Level IV Status" exists at any date if, on such date, the Guarantor has not qualified for Level I Status, Level II Status, or Level III Status.

"Moody's Rating" means, at any time, the rating issued by Moody's and then in effect with respect to the Index Debt.

"S&P Rating" means, at any time, the rating issued by S & P and then in effect with respect to the Index Debt.

"Status" means Level I Status, Level II Status, Level III Status, or Level IV Status.

For purposes of the foregoing, (i) if neither Moody’s nor S&P shall have in effect a rating for the Index Debt (other than by reason of the circumstances referred to in the last sentence of this definition), then such rating agency shall be deemed to have established a rating corresponding to Level IV Status; (ii) if the ratings established or deemed to have been established by Moody’s and S&P for the Index Debt shall fall within different Levels, the Applicable Rate shall be based on the higher of the two ratings unless one of the two ratings is two or more Levels lower than the other, in which case the Applicable Rate shall be determined by reference to the intermediate rating at the midpoint and if there is no midpoint, the higher of the two intermediate ratings will apply; and (iii) if the ratings established o r deemed to have been established by Moody’s and S&P for the Index Debt shall be changed (other than as a result of a change in the rating system of Moody’s or S&P), such change shall be effective as of the date on which it is first announced by the applicable rating agency, irrespective of when notice of such change shall have been furnished by the Borrower to the Administrative Agent and the Lenders pursuant to Section 5.01 or otherwise.  Each change in the Applicable Rate shall apply during the period commencing on the effective date of such change and ending on the date immediately preceding the effective date of the next such change.  If the rating system of Moody’s or S&P shall change, or if either such rating agency shall cease to be in the business of rating corporate debt obligations, the Borrower, the Administrative Agent and the Required Lenders shall negotiate in good faith to amend this definition to reflect such changed rating system or the unav ailability of ratings from such rating agency and, pending the effectiveness of any such amendment, the Applicable Rate shall be determined by reference to the rating most recently in effect prior to such change or cessation.

3

“Approved Fund” has the meaning assigned to such term in Section 9.04.

“Asset Disposition” means any sale, transfer or other disposition of any asset of the Borrower or any Subsidiary in a single transaction or in a series of related transactions (other than (a) the sale of Investments in the ordinary course of business by any Subsidiary and (b) the sale of cash equivalents in the ordinary course of business).

“Assignment and Assumption” means an assignment and assumption entered into by a Lender and an assignee (with the consent of any party whose consent is required by Section 9.04), and accepted by the Administrative Agent, in the form of Exhibit A or any other form approved by the Administrative Agent.

“Availability Period” means the period from and including the Effective Date to but excluding the earlier of the Maturity Date and the date of termination of the Commitments.

“Bankruptcy Event” means, with respect to any Person, such Person becomes the subject of a bankruptcy or insolvency proceeding, or has had a receiver, conservator, trustee, administrator, custodian, assignee for the benefit of creditors or similar Person charged with the reorganization or liquidation of its business appointed for it, or, in the good faith determination of the Administrative Agent, has taken any action in furtherance of, or indicating its consent to, approval of, or acquiescence in, any such proceeding or appointment, provided that a Bankruptcy Event shall not result solely by virtue of any ownership interest, or the acquisition of any owner ship interest, in such Person by a Governmental Authority or instrumentality thereof, provided, further, that such ownership interest does not result in or provide such Person with immunity from the jurisdiction of courts within the United States or from the enforcement of judgments or writs of attachment on its assets or permit such Person (or such Governmental Authority or instrumentality) to reject, repudiate, disavow or disaffirm any contracts or agreements made by such Person.

 “Board” means the Board of Governors of the Federal Reserve System of the United States of America.

“Borrower” means Old Republic Capital Corporation, a Delaware corporation.

“Borrowing” means Revolving Loans of the same Type, made, converted or continued on the same date and, in the case of Eurodollar Loans, as to which a single Interest Period is in effect.

“Borrowing Request” means a request by the Borrower for a Borrowing in accordance with Section 2.03.

“Business Day” means any day that is not a Saturday, Sunday or other day on which commercial banks in New York City are authorized or required by law to remain closed; provided that, when used in connection with a Eurodollar Loan, the term “Business Day” shall also exclude any day on which banks are not open for dealings in dollar deposits in the London interbank market.

4

 “Capital Lease Obligations” of any Person means the obligations of such Person to pay rent or other amounts under any lease of (or other arrangement conveying the right to use) real or personal property, or a combination thereof, which obligations are required to be classified and accounted for as capital leases on a balance sheet of such Person under GAAP, and the amount of such obligations shall be the capitalized amount thereof determined in accordance with GAAP.

“Change in Control” means (a) the acquisition of ownership, directly or indirectly, beneficially or of record, by any Person or group (within the meaning of the Securities Exchange Act of 1934 and the rules of the Securities and Exchange Commission thereunder as in effect on the date hereof), of Equity Interests representing more than 30% of the aggregate ordinary voting power represented by the issued and outstanding Equity Interests of the Guarantor; (b) occupation of a majority of the seats (other than vacant seats) on the board of directors of the Guarantor by Persons who were neither (i) nominated by the board of directors of the Guarantor nor (ii) appointed by directors so nominated; (c) the acquisition of direct or indirect Control of the Guarantor by any Person or group; (d) Guarantor shall fail to hold legal and beneficial ownership of all of the issued and outstanding Equity Interests of Borrower; or (e) a "Change of Control" or "Qualifying Event" or other similar event shall occur, as defined in, or under, any indenture, credit agreement or other document or instrument governing or evidencing the incurrence of Indebtedness to which the Guarantor or any of its Subsidiaries is a party.

“Change in Law” means (a) the adoption of any law, rule or regulation after the date of this Agreement, (b) any change in any law, rule or regulation or in the interpretation or application thereof by any Governmental Authority after the date of this Agreement or (c) compliance by any Lender (or, for purposes of Section 2.12(b), by any lending office of such Lender or by such Lender’s holding company, if any) with any request, guideline or directive (whether or not having the force of law) of any Governmental Authority made or issued after the date of this Agreement; provided however, for purposes of this Agreement, the Dodd-Frank Wall Street Reform and Consumer Protection Act and all requests, rules, guidelines or directiv es in connection therewith shall be deemed to have gone into effect and been adopted thirty (30) days after the date of this Agreement.

“Charges” has the meaning set forth in Section 9.13.

“Code” means the Internal Revenue Code of 1986, as amended from time to time.

“Commitment” means, with respect to each Lender, the commitment of such Lender to make Revolving Loans hereunder, expressed as an amount representing the maximum aggregate amount of such Lender’s Revolving Loans, as such commitment may be (a) reduced or increased from time to time pursuant to Section 2.06 and (b) reduced or increased from time to time pursuant to assignments by or to such Lender pursuant to Section 9.04.  The initial amount of each Lender’s Commitment is set forth on Schedule 2.01, or in the Assignment and Assumption pursuant to which such Lender shall have assumed its Commitment, as applicable.  The initial aggregate amount of the Lenders’ Commitments is $150,000,000.

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“Consolidated Net Worth” means at any time the stockholders’ equity of the Guarantor calculated on a consolidated basis as of such time.

“Control” means the possession, directly or indirectly, of the power to direct or cause the direction of the management or policies of a Person, whether through the ability to exercise voting power, by contract or otherwise.  “Controlling” and “Controlled” have meanings correlative thereto.

“Credit Documents” means this Agreement and, after the execution and delivery thereof pursuant to the terms of this Agreement, each promissory note, if any, delivered pursuant to Section 2.07(e) and the Guaranty.

“Credit Parties” means the Borrower and the Guarantor.

“Default” means any event or condition which constitutes an Event of Default or which upon notice, lapse of time or both would, unless cured or waived, become an Event of Default.

"Defaulting Lender" means any Lender that (a) has failed, within two Business Days of the date required to be funded or paid, to (i) fund any portion of its Loans, or (ii) pay over to the Administrative Agent or any other Lender any other amount required to be paid by it hereunder, unless, in the case of clause (i) above, such Lender notifies the Administrative Agent in writing that such failure is the result of such Lender's good faith determination that a condition precedent ot funding (specifically identified and including the particular default, if any) has not been satisfied, (b) has notified the Borrower, the Administrative Agent or any Lender in writing, or has made a pbulic statement to the effect, that it does not intend or expect to comply with any of its funding obligations under this Agreement (u nless such writing or public statement indicates that such position is based on such Lender's good faith determination that a condition precendent (specifically identified and including the particular default, if any ) to funding a loan under this Agreement cannot be satisfied) or generally under orther agreements in which it commits to extend credit, (c) has failed, within three Business Days after request by the Administrative Agent or any Lender, acting in good faith, to provide a certification in writing from an authorized officer of such Lender that it will comply with its obligations (and is financially able to meet such obligations) to fund prospective Loans under this Agreement, provided that such Lender shall cease to be a Defaulting Lender pursuant othsi clause (c) upon such receipt by the Administrative Agent or such lender of such certification in form and substance satisfactory to it and, if to a Lender, the Administrative Agent, or (d) has become the subject of a Bankruptcy Event. 

“Disclosed Matters” means the actions, suits and proceedings and the environmental matters disclosed in Schedule 3.06.

“Disposed Company” means an entity or going business sold by the Borrower or any of its Subsidiaries by way of sale of equity or substantially all of the assets of such entity and otherwise permitted by this Agreement.

 “dollars” or “$” refers to lawful money of the United States of America.

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“Domestic Subsidiary” means any Subsidiary that is incorporated or organized under the laws of the United States of America, any State thereof or the District of Columbia.

“Effective Date” means the date on which the conditions specified in Section 4.01 are satisfied (or waived in accordance with Section 9.02).

“Environmental Laws” means all laws, rules, regulations, codes, ordinances, orders, decrees, judgments, injunctions, notices or binding agreements issued, promulgated or entered into by any Governmental Authority, relating in any way to the environment, preservation or reclamation of natural resources, the management, release or threatened release of any Hazardous Material or to health and safety matters.

“Environmental Liability” means any liability, contingent or otherwise (including any liability for damages, costs of environmental remediation, fines, penalties or indemnities), of the Guarantor or any Subsidiary directly or indirectly resulting from or based upon (a) violation of any Environmental Law, (b) the generation, use, handling, transportation, storage, treatment or disposal of any Hazardous Materials, (c) exposure to any Hazardous Materials, (d) the release or threatened release of any Hazardous Materials into the environment or (e) any contract, agreement or other consensual arrangement pursuant to which liability is assumed or imposed with respect to any of the foregoing.

“Equity Interests” means shares of capital stock, partnership interests, membership interests in a limited liability company, beneficial interests in a trust or other equity ownership interests in a Person, and any warrants, options or other rights entitling the holder thereof to purchase or acquire any such equity interest.

“ERISA” means the Employee Retirement Income Security Act of 1974, as amended from time to time.

“ERISA Affiliate” means any trade or business (whether or not incorporated) that, together with the Guarantor, is treated as a single employer under Section 414(b) or (c) of the Code or, solely for purposes of Section 302 of ERISA and Section 412 of the Code, is treated as a single employer under Section 414 of the Code.

“ERISA Event” means (a) any “reportable event”, as defined in Section 4043 of ERISA or the regulations issued thereunder with respect to a Plan (other than an event for which the 30 day notice period is waived); (b) the existence with respect to any Plan of an “accumulated funding deficiency” (as defined in Section 412 of the Code or Section 302 of ERISA), whether or not waived; (c) the filing pursuant to Section 412(d) of the Code or Section 303(d) of ERISA of an application for a waiver of the minimum funding standard with respect to any Plan; (d) the incurrence by the Guarantor or any of its ERISA Affiliates of any liability under Title IV of ERISA with respect to the termination of any Plan; (e) the receipt by the Guarantor or any ERISA Affiliate from the PBGC or a plan administrator of any notice relating to an intention to terminate any Plan or Plans or to appoint a trustee to administer any Plan; (f) the incurrence by the Guarantor or any of its ERISA Affiliates of any liability with respect to the withdrawal or partial withdrawal from any Plan or Multiemployer Plan; or (g) the receipt by the Guarantor or any ERISA Affiliate of any notice, or the receipt by any Multiemployer Plan from

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the Guarantor or any ERISA Affiliate of any notice, concerning the imposition of Withdrawal Liability or a determination that a Multiemployer Plan is, or is expected to be, insolvent or in reorganization, within the meaning of Title IV of ERISA.

“Eurodollar”, when used in reference to any Loan or Borrowing, refers to whether such Loan, or the Loans comprising such Borrowing, are bearing interest at a rate determined by reference to the Adjusted LIBO Rate (other than any Loan or Borrowing whose rate is determined by reference to clause (c) of the definition of “Alternate Base Rate”).

“Event of Default” has the meaning assigned to such term in Article VII.

“Excluded Taxes” means, with respect to the Administrative Agent, any Lender or any other recipient of any payment to be made by or on account of any obligation of the Borrower hereunder, (a) income or franchise taxes imposed on (or measured by) its net income by the United States of America, or by the jurisdiction under the laws of which such recipient is organized or in which its principal office is located or, in the case of any Lender, in which its applicable lending office is located, (b) any branch profits taxes imposed by the United States of America or any similar tax imposed by any other jurisdiction in which the Borrower is organized or in which its principal office is located and (c) in the case of a Foreign Lender (other than an assignee pursuant to a request by the Borrower under Section 2.16(b)), any withholding tax that is imposed on amounts payable to such Foreign Lender at the time such Foreign Lender becomes a party to this Agreement (or designates a new lending office) or is attributable to such Foreign Lender’s failure to comply with Section 2.14(e), except to the extent that such Foreign Lender (or its assignor, if any) was entitled, at the time of designation of a new lending office (or assignment), to receive additional amounts from the Borrower with respect to such withholding tax pursuant to Section 2.14(a).

“Federal Funds Effective Rate” means, for any day, the weighted average (rounded upwards, if necessary, to the next 1/100 of 1%) of the rates on overnight Federal funds transactions with members of the Federal Reserve System arranged by Federal funds brokers, as published on the next succeeding Business Day by the Federal Reserve Bank of New York, or, if such rate is not so published for any day that is a Business Day, the average (rounded upwards, if necessary, to the next 1/100 of 1%) of the quotations for such day for such transactions received by the Administrative Agent from three Federal funds brokers of recognized standing selected by it.

“Financial Officer” means the chief financial officer, principal accounting officer, treasurer or controller of the Borrower or the Guarantor, as applicable.

“Foreign Lender” means any Lender that is organized under the laws of a jurisdiction other than that in which the Borrower is organized.  For purposes of this definition, the United States of America, each State thereof and the District of Columbia shall be deemed to constitute a single jurisdiction.

“Foreign Subsidiary” means any Subsidiary that is incorporated or organized under the laws of any jurisdiction other than the United States of America, any State thereof or the District of Columbia.

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“GAAP” means generally accepted accounting principles in the United States of America.

“Governmental Authority” means any government (foreign or domestic) or any state or other political subdivision thereof or any governmental body, agency, authority, department or commission (including without limitation any board of insurance, insurance department or insurance commissioner and any taxing authority or political subdivision) or any instrumentality or officer thereof (including without limitation any court or tribunal) exercising executive, legislative, judicial, regulatory or administrative functions of or pertaining to government and any corporation, partnership or other entity directly or indirectly owned or controlled by or subject to the control of any of the foregoing.

“Guarantee” of or by any Person (the “guarantor”) means any obligation, contingent or otherwise, of the guarantor guaranteeing or having the economic effect of guaranteeing any Indebtedness or other obligation of any other Person (the “primary obligor”) in any manner, whether directly or indirectly, and including any obligation of the guarantor, direct or indirect, (a) to purchase or pay (or advance or supply funds for the purchase or payment of) such Indebtedness or other obligation or to purchase (or to advance or supply funds for the purchase of) any security for the payment thereof, (b) to purchase or le ase property, securities or services for the purpose of assuring the owner of such Indebtedness or other obligation of the payment thereof, (c) to maintain working capital, equity capital or any other financial statement condition or liquidity of the primary obligor so as to enable the primary obligor to pay such Indebtedness or other obligation or (d) as an account party in respect of any letter of credit or letter of guaranty issued to support such Indebtedness or obligation; provided, that the term Guarantee shall not include endorsements for collection or deposit in the ordinary course of business.  The amount of any Guarantee made by any guarantor shall be deemed to be the lower of (a) an amount equal to the stated or determinable amount of the primary obligation in respect of which such Guarantee is made and (b) the maximum amount for which such guarantor may be liable pursuant to the terms of the instrument embodying such Guara ntee, unless (in the case of a primary obligation that is not Indebtedness) such primary obligation and the maximum amount for which such guarantor may be liable are not stated or determinable, in which case the amount of such Guarantee shall be such guarantor’s maximum reasonably anticipated liability in respect thereof as determined by the Borrower in good faith.

“Guarantor” means Old Republic International Corporation, a Delaware corporation.

“Guaranty” means that certain Guaranty dated as of the date hereof by the Guarantor in favor of the Administrative Agent.

“Hazardous Materials” means all explosive or radioactive substances or wastes and all hazardous or toxic substances, wastes or other pollutants, including petroleum or petroleum distillates, asbestos or asbestos containing materials, polychlorinated biphenyls, radon gas, infectious or medical wastes and all other substances or wastes of any nature regulated pursuant to any Environmental Law.

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“Indebtedness” of any Person means, without duplication, (a) all obligations of such Person for borrowed money or with respect to deposits or advances of any kind, (b) all obligations of such Person evidenced by bonds, debentures, notes or similar instruments, (c) all obligations of such Person upon which interest charges are customarily paid, (d) all obligations of such Person under conditional sale or other title retention agreements relating to property acquired by such Person, (e) all obligations of such Person in respect of the deferred purchase price of property or services (excluding current accounts payable incurred in the ordinary course of business), (f) all Indebtedness of others secured by (or for which the holder of such Indebtedness has an exist ing right, contingent or otherwise, to be secured by) any Lien on property owned or acquired by such Person, whether or not the Indebtedness secured thereby has been assumed, (g) all Guarantees by such Person of Indebtedness of others, (h) all Capital Lease Obligations of such Person, (i) all obligations, contingent or otherwise, of such Person as an account party in respect of letters of credit and letters of guaranty, (j) all obligations, contingent or otherwise, of such Person in respect of bankers’ acceptances and (k) all Off-Balance Sheet Liabilities; provided, that “Indebtedness” shall not include any obligations evidenced by surety bonds issued by any Insurance Subsidiary in the ordinary course of business.  The Indebtedness of any Person shall include the Indebtedness of any other entity (including any partnership in which such Person is a general partner) to the extent such Person is liable therefor as a res ult of such Person’s ownership interest in or other relationship with such entity, except to the extent the terms of such Indebtedness provide that such Person is not liable therefor.

“Indemnified Taxes” means Taxes other than Excluded Taxes.

“Index Debt” means senior, unsecured, long-term indebtedness for borrowed money of the Guarantor that is not guaranteed by any other Person or subject to any other credit enhancement.

“Information Memorandum” means the Confidential Information Memorandum dated July 2010 relating to the Borrower and the Transactions.

“Insurance Subsidiary” means any Subsidiary which is engaged in the insurance business.

“Interest Election Request” means a request by the Borrower to convert or continue a Borrowing in accordance with Section 2.05.

“Interest Payment Date” means (a) with respect to any ABR Loan, the last day of each March, June, September and December and (b) with respect to any Eurodollar Loan, the last day of the Interest Period applicable to the Borrowing of which such Loan is a part and, in the case of a Eurodollar Borrowing with an Interest Period of more than three months’ duration, each day prior to the last day of such Interest Period that occurs at intervals of three months’ duration after the first day of such Interest Period.

“Interest Period” means with respect to any Eurodollar Borrowing, the period commencing on the date of such Borrowing and ending on the numerically corresponding day in the calendar month that is one, two, three or six months thereafter, as the Borrower may elect; provided, that (i) if any Interest Period would end on a day other than a Business Day, such

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Interest Period shall be extended to the next succeeding Business Day unless such next succeeding Business Day would fall in the next calendar month, in which case such Interest Period shall end on the next preceding Business Day and (ii) any Interest Period pertaining to a Eurodollar Borrowing that commences on the last Business Day of a calendar month (or on a day for which there is no numerically corresponding day in the last calendar month of such Interest Period) shall end on the last Business Day of the last calendar month of such Interest Period.  For purposes hereof, the date of a Borrowing initially shall be the date on which such Borrowing is made and thereafter shall be the effective date of the most recent conversion or continuation of such Borrowing.

“Investment” means, with respect to any Person, (a) the purchase of any debt or equity security of any other Person, (b) the making of any loan or advance to any other Person, (c) becoming obligated with respect to a Guarantee in respect of obligations of any other Person (other than travel and similar advances to employees in the ordinary course of business) or (d) the making of an acquisition.

“JPMorgan” means JPMorgan Chase Bank, National Association, a national banking association, and its successors.

“Lenders” means the Persons listed on Schedule 2.01 and any other Person that shall have become a party hereto pursuant to an Assignment and Assumption or pursuant to Section 2.06(d), other than any such Person that ceases to be a party hereto pursuant to an Assignment and Assumption.

“LIBO Rate” means, with respect to any Eurodollar Borrowing for any Interest Period, the rate appearing on Reuters Screen LIBOR01 (or on any successor or substitute page of such Service, or any successor to or substitute for such Service, providing rate quotations comparable to those currently provided on such page of such Service, as determined by the Administrative Agent from time to time for purposes of providing quotations of interest rates applicable to dollar deposits in the London interbank market) at approximately 11:00 a.m., London time, two Business Days prior to the commencement of such Interest Period, as the rate for dollar deposits with a maturity comparable to such Interest Period.  In the event that such rate is not available at such time for any reason, then the “LIBO Rate” with respect to such Eurodollar Borrowing for such Interest Period shall be the rate at which dollar deposits of $5,000,000 and for a maturity comparable to such Interest Period are offered by the principal London office of the Administrative Agent in immediately available funds in the London interbank market at approximately 11:00 a.m., London time, two Business Days prior to the commencement of such Interest Period.

“License” means any license, certificate of authority, permit or other authorization which is required to be obtained from a Governmental Authority in connection with the operation, ownership or transaction of insurance business.

“Lien” means, with respect to any asset, (a) any mortgage, deed of trust, lien, pledge, hypothecation, encumbrance, charge or security interest in, on or of such asset, (b) the interest of a vendor or a lessor under any conditional sale agreement, capital lease or title

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retention agreement (or any financing lease having substantially the same economic effect as any of the foregoing) relating to such asset and (c) in the case of securities, any purchase option, call or similar right of a third party with respect to such securities.

“Loan” means a Revolving Loan.

“Material Adverse Effect” means a material adverse effect on (a) the business, assets, property, condition (financial or otherwise) or prospects of the Guarantor and its Subsidiaries taken as a whole or the Borrower and its Subsidiaries taken as a whole, (b) the ability of the Borrower or the Guarantor to perform any of its obligations under any Credit Document or (c) the validity or enforceability of any Credit Document or the rights of or benefits available to the Lenders under any Credit Document.

 “Material Indebtedness” means (a) the Indebtedness governed by that certain Credit Agreement dated as of November 26, 2008 among the Guarantor, the financial institutions party thereto and The Northern Trust Company, as Administrative Agent, (b) the Indebtedness evidenced by the 8.00% Convertible Senior Notes due 2012 issued by the Guarantor and (c) other Indebtedness (other than the Loans) and/or other obligations in respect of one or more Swap Agreements, of any one or more of the Guarantor and its Subsidiaries, in an aggregate principal amount exceeding $15,000,000.  For purposes of determining Material Indebtedness, the “principal amount” of the obligations of the Guarantor or any Subsidiary in respect of any Swap Agreement at any time shall be the maximum aggregate amount (giving effect to any netting agreements) that the Guarantor or such Subsidiary would be required to pay if such Swap Agreement were terminated at such time.

“Maturity Date” means September 1, 2011.

“Maximum Rate” has the meaning set forth in Section 9.13.

“Moody’s” means Moody’s Investors Service, Inc.

“Multiemployer Plan” means a multiemployer plan as defined in Section 4001(a)(3) of ERISA.

“NAIC” means the National Association of Insurance Commissioners or any successor thereto, or in lieu thereof, any other association, agency or other organization performing advisory, coordination or other like functions among insurance departments, insurance commissioners and similar Governmental Authorities of the various states of the United States toward the promotion of uniformity in the practices of such Governmental Authorities.

“Off-Balance Sheet Liability” of a Person means (a) any repurchase obligation or liability of such Person with respect to accounts or notes receivable sold by such Person, (b) any liability under any Sale and Leaseback Transaction other than Capital Lease Obligations, (c) any liability under any so-called “synthetic lease” arrangement or transaction entered into by such Person, or (d) any obligation arising with respect to any other transaction which is the functional equivalent of or takes the place of borrowing but which does not constitute a liability on the balance sheets of such Person.

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“Other Taxes” means any and all present or future stamp or documentary taxes or any other excise or property taxes, charges or similar levies arising from any payment made hereunder or from the execution, delivery or enforcement of, or otherwise with respect to, this Agreement.

“Participant” has the meaning set forth in Section 9.04.

“PBGC” means the Pension Benefit Guaranty Corporation referred to and defined in ERISA and any successor entity performing similar functions.

“Permitted Acquisition” means the acquisition by the Guarantor or a Wholly-Owned Subsidiary thereof of an Acquired Entity or Business (including by way of merger of such Acquired Entity or Business with and into the Guarantor (so long as the Guarantor is the surviving corporation) or a Wholly-Owned Subsidiary thereof (so long as the Wholly-Owned Subsidiary is the surviving corporation); provided that, in each case, (a) the consideration paid or to be paid by the Guarantor or such Wholly-Owned Subsidiary consists solely of cash (including proceeds of Revolving Loans), the issuance or incurrence of Indebtedness otherwise permitted by Section 6.01, the issuance of common stock of the Guarantor to t he extent no Default or Event of Default exists pursuant to clause (m) of Article VII or would result therefrom and the assumption/acquisition of any Indebtedness (calculated at face value) which is permitted to remain outstanding in accordance with the requirements of Section 6.01; (b) in the case of the acquisition of 100% of the capital stock of any Person (including by way of merger), such Person shall own no capital stock of any other Person (excluding de minimis amounts) unless either such Person owns 100% of the capital stock of such other Person; (c) the Acquired Entity or Business acquired pursuant to the respective Permitted Acquisition is in a business permitted by Section 6.03(c); (d) in the case of a stock acquisition, such acquisition shall have been approved by the board of directors of the Acquired Entity or Business; and (e) all applicable requirements of Sections 6.03 and 6.04(d) applicable to Permitted Acquisitions are satisfied.

“Permitted Encumbrances” means:

(a)           Liens imposed by law for Taxes that are not yet due or are being contested in compliance with Section 5.04;

(b)           carriers’, warehousemen’s, mechanics’, materialmen’s, repairmen’s and other like Liens imposed by law, arising in the ordinary course of business and securing obligations that are not overdue by more than 30 days or are being contested in compliance with Section 5.04;

(c)           pledges and deposits made in the ordinary course of business in compliance with workers’ compensation, unemployment insurance and other social security laws or regulations;

(d)           deposits to secure the performance of bids, trade contracts, leases, statutory obligations, surety and appeal bonds, performance bonds and other obligations of a like nature, in each case in the ordinary course of business;

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(e)           judgment liens in respect of judgments that do not constitute an Event of Default under clause (k) of Article VII; and

(f)           easements, zoning restrictions, rights-of-way and similar encumbrances on real property imposed by law or arising in the ordinary course of business that do not secure any monetary obligations and do not materially detract from the value of the affected property or interfere with the ordinary conduct of business of the Guarantor or any Subsidiary;

provided that the term “Permitted Encumbrances” shall not include any Lien securing Indebtedness.

“Person” means any natural person, corporation, limited liability company, trust, joint venture, association, company, partnership, Governmental Authority or other entity.

“Plan” means any employee pension benefit plan (other than a Multiemployer Plan) subject to the provisions of Title IV of ERISA or Section 412 of the Code or Section 302 of ERISA, and in respect of which the Guarantor or any ERISA Affiliate is (or, if such plan were terminated, would under Section 4069 of ERISA be deemed to be) an “employer” as defined in Section 3(5) of ERISA.

“Principal Insurance Subsidiary” means (a) any of Old Republic Insurance Company, Old Republic General Insurance Corporation, Bituminous  Fire  and Marine Insurance Company, Bituminous Casualty Corporation, Great West Casualty Company, Republic Mortgage Insurance Company, Old Republic National Title Insurance Company, Old Republic Indemnity Limited and Old Republic Mortgage Insurance Co. of North Carolina, and (b) any other Insurance Subsidiary with a Statutory Surplus equal to or in excess of $75,000,000 at such time.

“Prime Rate” means the rate of interest per annum publicly announced from time to time by JPMorgan Chase Bank, National Association as its prime rate in effect at its office located at 270 Park Avenue, New York, New York; each change in the Prime Rate shall be effective from and including the date such change is publicly announced as being effective.

“Quarterly Statement” means the quarterly statutory financial statement of any Insurance Subsidiary required to be filed with the insurance commissioner (or similar authority) of its jurisdiction of incorporation or, if no specific form is so required, in the form of financial statements permitted by such insurance commissioner (or such similar authority) to be used for filing quarterly statutory financial statements and shall contain the type of financial information permitted by such insurance commissioner (or such similar authority) to be disclosed therein, together with all exhibits or schedules filed therewith.

“Register” has the meaning set forth in Section 9.04.

“Related Parties” means, with respect to any specified Person, such Person’s Affiliates and the respective directors, officers, employees, agents and advisors of such Person and such Person’s Affiliates.

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“Required Lenders” means, at any time, Lenders having Revolving Loans and unused Commitments representing at least 66⅔% of the sum of the total Revolving Loans and unused Commitments at such time.

“Restricted Payment” means any dividend or other distribution (whether in cash, securities or other property) with respect to any Equity Interests in the Guarantor or any Subsidiary, or any payment (whether in cash, securities or other property), including any sinking fund or similar deposit, on account of the purchase, redemption, retirement, acquisition, cancellation or termination of any such Equity Interests in the Guarantor or any Subsidiary or any option, warrant or other right to acquire any such Equity Interests in the Guarantor or any Subsidiary.

“Revolving Credit Exposure” means, with respect to any Lender at any time, the sum of the outstanding principal amount of such Lender’s Revolving Loans at such time.

“Revolving Loan” means a Loan made by the Lenders to the Borrower pursuant to Article II hereof.

“S&P” means Standard & Poor’s.

“Sale and Leaseback Transaction” means any sale or other transfer of property by any Person with the intent to lease such property as lessee.

“SAP” means, with respect to any Insurance Subsidiary, the statutory accounting practices prescribed or permitted by the insurance commissioner (or other similar authority) in the jurisdiction of such Person for the preparation of annual statements and other financial reports by insurance companies of the same type as such Person in effect from time to time, applied in a manner consistent with those used in preparing the financial statements referred to in Section 5.01(f) and (g); provided, that, except as otherwise provided in the definition of GAAP, with respect to the financial covenants contained in Section 6.11 hereof, and the related definitions, “SAP” means such statutory acco unting practices in effect on the date hereof, applied in a manner consistent with those used in preparing the financial statements referred to in Section 5.01(f) and (g).

“Solvent” means, when used with respect to a Person, that (a) the fair saleable value of the assets of such Person is in excess of the total amount of the present value of its liabilities (including for purposes of this definition all liabilities (including loss reserves as determined by such Person), whether or not reflected on a balance sheet prepared in accordance with GAAP and whether direct or indirect, fixed or contingent, secured or unsecured, disputed or undisputed), (b) such Person is able to pay its debts or obligations in the ordinary course as they mature and (c) such Person does not have unreasonably small capital to carry out its business as conducted and as proposed to be conducted.  “Solvency” shall have a correlative mea ning.

“Statutory Reserve Rate” means a fraction (expressed as a decimal), the numerator of which is the number one and the denominator of which is the number one minus the aggregate of the maximum reserve percentages (including any marginal, special, emergency or supplemental reserves) expressed as a decimal established by the Board to which the Administrative Agent is subject for eurocurrency funding (currently referred to as "Eurocurrency

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Liabilities" in Regulation D of the Board).  Such reserve percentages shall include those imposed pursuant to such Regulation D.  Eurodollar Loans shall be deemed to constitute eurocurrency funding and to be subject to such reserve requirements without benefit of or credit for proration, exemptions or offsets that may be available from time to time to any Lender under such Regulation D or any comparable regulation.  The Statutory Reserve Rate shall be adjusted automatically on and as of the effective date of any change in any reserve percentage.

“Statutory Surplus” means, with respect to any Insurance Subsidiary at any time, the “Surplus as Regards Policyholders” of such Insurance Subsidiary at such time, as determined in accordance with SAP.

“subsidiary” means, with respect to any Person (the “parent”) at any date, any corporation, limited liability company, partnership, association or other entity the accounts of which would be consolidated with those of the parent in the parent’s consolidated financial statements if such financial statements were prepared in accordance with GAAP as of such date, as well as any other corporation, limited liability company, partnership, association or other entity (a) of which securities or other ownership interests representing more than 50% of the equity or more than 50% of the ordinary voting power or, in the case of a partnership, more than 50% of the general partnership intere sts are, as of such date, owned, controlled or held, or (b) that is, as of such date, otherwise Controlled, in either case, by the parent or one or more subsidiaries of the parent or by the parent and one or more subsidiaries of the parent.

“Subsidiary” means any subsidiary of the Guarantor.

“Substantial Portion” means, with respect to the property of the Guarantor and its Subsidiaries, property which (a) represents more than 10% of the consolidated assets of the Guarantor and its Subsidiaries as would be shown in the consolidated financial statements of the Guarantor and its Subsidiaries as at the beginning of the twelve-month period ending with the last day of the month preceding the month in which such determination is made, or (b) is responsible for more than 10% of the consolidated net sales or of the consolidated net income of the Guarantor and its Subsidiaries as reflected in the financial statements referred to in clause (a) above for such twelve-month period.

“Swap Agreement” means any agreement with respect to any swap, forward, future or derivative transaction or option or similar agreement involving, or settled by reference to, one or more rates, currencies, commodities, equity or debt instruments or securities, or economic, financial or pricing indices or measures of economic, financial or pricing risk or value or any similar transaction or any combination of these transactions; provided that no phantom stock or similar plan providing for payments only on account of services provided by current or former directors, officers, employees or consultants of the Guarantor or the Subsidiaries shall be a Swap Agreement.

“Taxes” means any and all present or future taxes, levies, imposts, duties, deductions, charges or withholdings imposed by any Governmental Authority.

“Total Capitalization” means as of any date, the sum of (a) Consolidated Net Worth and (b) Total Debt.

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“Total Debt” means all Indebtedness of the Guarantor and its Subsidiaries, on a consolidated basis, calculated in accordance with GAAP plus, without duplication, (a) all Off-Balance Sheet Liabilities, (b) the face amount of all outstanding letters of credit in respect of which the Guarantor or any Subsidiary has any actual or contingent reimbursement obligation and (c) the principal amount of all Guarantees of the Guarantor and its Subsidiaries.

“Transactions” means the execution, delivery and performance by the Borrower and the Guarantor of this Agreement and by the Guarantor of the Guaranty, the borrowing of Loans and the use of the proceeds thereof.

“Type”, when used in reference to any Loan or Borrowing, refers to whether the rate of interest on such Loan, or on the Loans comprising such Borrowing, is determined by reference to the Adjusted LIBO Rate or the Alternate Base Rate.

“Wholly-Owned Subsidiary” of a Person means (a) any subsidiary all of the outstanding voting securities of which shall at the time be owned or controlled, directly or indirectly, by such Person or one or more Wholly-Owned Subsidiaries of such Person, or by such Person and one or more Wholly-Owned Subsidiaries of such Person, or (b) any partnership, limited liability company, association, joint venture or similar business organization 100% of the ownership interests having ordinary voting power of which shall at the time be so owned or controlled (other than in the case of Foreign Subsidiaries, director’s qualifying shares and/or other nominal amounts of shares required to be held by Persons other than the Borrower and its Subsidiaries under applicable l aw).

“Withdrawal Liability” means liability to a Multiemployer Plan as a result of a complete or partial withdrawal from such Multiemployer Plan, as such terms are defined in Part I of Subtitle E of Title IV of ERISA.

SECTION 1.02.Classification of Loans and Borrowings.  For purposes of this Agreement, Loans may be classified and referred to by Type (e.g., a “Eurodollar Loan”).  Borrowings also may be classified and referred to by Type (e.g., a “Eurodollar Borrowing”).

SECTION 1.03.Terms Generally.  The definitions of terms herein shall apply equally to the singular and plural forms of the terms defined.  Whenever the context may require, any pronoun shall include the corresponding masculine, feminine and neuter forms.  The words “include”, “includes” and “including” shall be deemed to be followed by the phrase “without limitation”.  The word “will” shall be construed to have the same meaning and effect as the word “shall”.  Unless the context requires otherwise (a) any definition of or reference to any agreement, instrument or other document herein shall be construed as referring to such agreement, instrument or other document as from time to time amended, supplemented or otherwise modified (subject to any restrictions on such amendments, supplements or modifications set forth herein), (b) any reference herein to any Person shall be construed to include such Person’s successors and assigns, (c) the words “herein”, “hereof” and “hereunder”, and words of similar import, shall be construed to refer to this Agreement in its entirety and not to any particular provision hereof, (d) all references herein to Articles, Sections, Exhibits and Schedules shall be construed to refer to Articles and Sections of, and Exhibits and Schedules to, this Agreement and (e) the words “asset” and “property” shall be construed to have the same

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meaning and effect and to refer to any and all tangible and intangible assets and properties, including cash, securities, accounts and contract rights.

SECTION 1.04.Accounting Terms; GAAP; SAP.  Except as otherwise expressly provided herein, all terms of an accounting or financial nature shall be construed in accordance with GAAP or SAP, as applicable, as in effect from time to time; provided that, if the Borrower notifies the Administrative Agent that the Borrower requests an amendment to any provision hereof to eliminate the effect of any change occurring after the date hereof in GAAP or SAP, as applicable, or in the application thereof on the operation of such provision (or if the Administrative Agent notifies the Borrower that the Required Lenders request an amendment to any provision hereof for such purpose), regardless of whether any such notice is given before or after such change in GAAP or SAP, as applicable, or in the application thereof, then such provision shall be interpreted on the basis of GAAP or SAP, as applicable, as in effect and applied immediately before such change shall have become effective until  such notice shall have been withdrawn or such provision  amended in accordance herewith.

ARTICLE II

The Credits

SECTION 2.01.Commitments.  Subject to the terms and conditions set forth herein, each Lender agrees to make Revolving Loans to the Borrower from time to time during the Availability Period in an aggregate principal amount that will not result in (a) such Lender’s Revolving Loans exceeding such Lender’s Commitment or (b) the sum of the total Revolving Loans exceeding the total Commitments.  Within the foregoing limits and subject to the terms and conditions set forth herein, the Borrower may borrow, prepay and reborrow Revolving Loans.

SECTION 2.02.Loans and Borrowings.  (a) Each Revolving Loan shall be made as part of a Borrowing consisting of Revolving Loans made by the Lenders ratably in accordance with their respective Commitments.  The failure of any Lender to make any Loan required to be made by it shall not relieve any other Lender of its obligations hereunder; provided that the Commitments of the Lenders are several and no Lender shall be responsible for any other Lender’s failure to make Loans as required.

(b)Subject to Section 2.11, each Borrowing shall be comprised entirely of ABR Loans or Eurodollar Loans as the Borrower may request in accordance herewith.  Each Lender at its option may make any Eurodollar Loan by causing any domestic or foreign branch or Affiliate of such Lender to make such Loan; provided that any exercise of such option shall not affect the obligation of the Borrower to repay such Loan in accordance with the terms of this Agreement.

(c)At the commencement of each Interest Period for any Eurodollar Borrowing, such Borrowing shall be in an aggregate amount that is an integral multiple of $1,000,000 and not less than $5,000,000.  At the time that each ABR Borrowing is made, such Borrowing shall be in an aggregate amount that is an integral multiple of $1,000,000 and not less than $5,000,000; provided that an ABR Borrowing may be in an aggregate amount that is equal to the entire unused balance of the total Commitments.  Borrowings of more than one Type may

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be outstanding at the same time; provided that there shall not at any time be more than a total of five (5) Interest Periods outstanding.

(d)Notwithstanding any other provision of this Agreement, the Borrower shall not be entitled to request, or to elect to convert or continue, any Borrowing if the Interest Period requested with respect thereto would end after the Maturity Date.

SECTION 2.03.Requests for Borrowings.  To request a Borrowing, the Borrower shall notify the Administrative Agent of such request by telephone (a) in the case of a Eurodollar Borrowing, not later than 11:00 a.m., New York City time, three Business Days before the date of the proposed Borrowing or (b) in the case of an ABR Borrowing, not later than 11:00 a.m., New York City time, one Business Day before the date of the proposed Borrowing.  Each such telephonic Borrowing Request shall be irrevocable and shall be confirmed promptly by hand delivery or telecopy to the Administrative Agent of a written Borrowing Request in a form approved by the Administ rative Agent and signed by the Borrower.  Each such telephonic and written Borrowing Request shall specify the following information in compliance with Section 2.02:

(i)the aggregate amount of the requested Borrowing;

(ii)the date of such Borrowing, which shall be a Business Day;

(iii)whether such Borrowing is to be an ABR Borrowing or a Eurodollar Borrowing;

(iv)in the case of a Eurodollar Borrowing, the initial Interest Period to be applicable thereto, which shall be a period contemplated by the definition of the term “Interest Period”; and

(v)the location and number of the Borrower’s account to which funds are to be disbursed, which shall comply with the requirements of Section 2.04.

If no election as to the Type of Borrowing is specified, then the requested Borrowing shall be an ABR Borrowing.  If no Interest Period is specified with respect to any requested Eurodollar Borrowing, then the Borrower shall be deemed to have selected an Interest Period of one month’s duration.  Promptly following receipt of a  Borrowing Request in accordance with this Section, the Administrative Agent shall advise each Lender of the details thereof and of the amount of such Lender’s Loan to be made as part of the requested Borrowing.

SECTION 2.04.Funding of Borrowings.  (a) Each Lender shall make each Loan to be made by it hereunder on the proposed date thereof by wire transfer of immediately available funds by 12:00 noon, New York City time, to the account of the Administrative Agent most recently designated by it for such purpose by notice to the Lenders.  The Administrative Agent will make such Loans available to the Borrower by promptly crediting the amounts so received, in like funds, to an account of the Borrower maintained with the Administrative Agent in New York City and designated by the Borrower in the applicable Borrowing Request.

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(b)Unless the Administrative Agent shall have received notice from a Lender prior to the proposed date of any Borrowing that such Lender will not make available to the Administrative Agent such Lender’s share of such Borrowing, the Administrative Agent may assume that such Lender has made such share available on such date in accordance with paragraph (a) of this Section and may, in reliance upon such assumption, make available to the Borrower a corresponding amount.  In such event, if a Lender has not in fact made its share of the applicable Borrowing available to the Administrative Agent, then the applicable Lender and the Borrower severally agree to pay to the Administrative Agent forthwith on demand such correspon ding amount with interest thereon, for each day from and including the date such amount is made available to the Borrower to but excluding the date of payment to the Administrative Agent, at (i) in the case of such Lender, the greater of the Federal Funds Effective Rate and a rate determined by the Administrative Agent in accordance with banking industry rules on interbank compensation or (ii) in the case of the Borrower, the interest rate applicable to ABR Loans.  If such Lender pays such amount to the Administrative Agent, then such amount shall constitute such Lender’s Loan included in such Borrowing.

SECTION 2.05.Interest Elections.  (a) Each Borrowing initially shall be of the Type specified in the applicable Borrowing Request and, in the case of a Eurodollar Borrowing, shall have an initial Interest Period as specified in such Borrowing Request.  Thereafter, the Borrower may elect to convert such Borrowing to a different Type or to continue such Borrowing and, in the case of a Eurodollar Borrowing, may elect Interest Periods therefor, all as provided in this Section.  The Borrower may elect different options with respect to different portions of the affected Borrowing, in which case each such portion shall be allocated ratably among the Lenders holding the Loans comprising such Borrowing, and the Loans comprising each such portion shall be considered a separate Borrowing.

(b)To make an election pursuant to this Section, the Borrower shall notify the Administrative Agent of such election by telephone by the time that a Borrowing Request would be required under Section 2.03 if the Borrower were requesting a Borrowing of the Type resulting from such election to be made on the effective date of such election.  Each such telephonic Interest Election Request shall be irrevocable and shall be confirmed promptly by hand delivery or telecopy to the Administrative Agent of a written Interest Election Request in a form approved by the Administrative Agent and signed by the Borrower.

(c)Each telephonic and written Interest Election Request shall specify the following information in compliance with Section 2.02:

(i)the Borrowing to which such Interest Election Request applies and, if different options are being elected with respect to different portions thereof, the portions thereof to be allocated to each resulting Borrowing (in which case the information to be specified pursuant to clauses (iii) and (iv) below shall be specified for each resulting Borrowing);

(ii)the effective date of the election made pursuant to such Interest Election Request, which shall be a Business Day;

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(iii)whether the resulting Borrowing is to be an ABR Borrowing or a Eurodollar Borrowing; and

(iv)if the resulting Borrowing is a Eurodollar Borrowing, the Interest Period to be applicable thereto after giving effect to such election, which shall be a period contemplated by the definition of the term “Interest Period”.

If any such Interest Election Request requests a Eurodollar Borrowing but does not specify an Interest Period, then the Borrower shall be deemed to have selected an Interest Period of one month’s duration.

(d)Promptly following receipt of an Interest Election Request, the Administrative Agent shall advise each Lender of the details thereof and of such Lender’s portion of each resulting Borrowing.

(e)If the Borrower fails to deliver a timely Interest Election Request with respect to a Eurodollar Borrowing prior to the end of the Interest Period applicable thereto, then, unless such Borrowing is repaid as provided herein, at the end of such Interest Period such Borrowing shall be converted to an ABR Borrowing.  Notwithstanding any contrary provision hereof, if an Event of Default has occurred and is continuing and the Administrative Agent, at the request of the Required Lenders, so notifies the Borrower, then, so long as an Event of Default is continuing (i) no outstanding Borrowing may be converted to or continued as a Eurodollar Borrowing and (ii) unless repaid, each Eurodollar Borrowing shall be converted to an AB R Borrowing at the end of the Interest Period applicable thereto.

SECTION 2.06.Termination, Reduction and Increase of Commitments.  (a) Unless previously terminated, the Commitments shall terminate on the Maturity Date.

(b)The Borrower may at any time terminate, or from time to time reduce, the Commitments; provided that (i) each reduction of the Commitments shall be in an amount that is an integral multiple of $1,000,000 and not less than $5,000,000 and (ii) the Borrower shall not terminate or reduce the Commitments if, after giving effect to any concurrent prepayment of the Loans in accordance with Section 2.08, the sum of the Revolving Loans would exceed the total Commitments.

(c)The Borrower shall notify the Administrative Agent of any election to terminate or reduce the Commitments under paragraph (b) of this Section at least three Business Days prior to the effective date of such termination or reduction, specifying such election and the effective date thereof.  Promptly following receipt of any notice, the Administrative Agent shall advise the Lenders of the contents thereof.  Each notice delivered by the Borrower pursuant to this Section shall be irrevocable; provided that a notice of termination of the Commitments delivered by the Borrower may state that such notice is conditioned upon the effectiveness of other cre dit facilities, in which case such notice may be revoked by the Borrower (by notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfied.  Any termination or reduction of the Commitments shall be permanent.  Each reduction

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of the Commitments shall be made ratably among the Lenders in accordance with their respective Commitments.

(d)On up to two occasions, the Borrower may, from time to time, at its option, seek to increase the total Commitments by up to an aggregate amount of $50,000,000 (resulting in maximum total Commitments of $200,000,000) by delivering written notice to the Administrative Agent, which notice shall specify the amount of any such increase and shall be delivered at a time when no Default has occurred and is continuing.  After delivery of such notice, the Administrative Agent or the Borrower, in consultation with the Administrative Agent, may offer the increase (which may be declined by any Lender in its sole discretion) in the total Commitments on either a ratable basis to the Lenders or on a non pro-rata basis to one or more Le nders and/or to other Lenders or entities reasonably acceptable to the Administrative Agent and the Borrower.  No increase in the total Commitments shall become effective until the existing or new Lenders extending such incremental Commitment amount and the Borrower shall have delivered to the Administrative Agent a document in form reasonably satisfactory to the Administrative Agent (which shall include the Borrower's representation that the conditions set forth in Section 4.01 are then satisfied) pursuant to which any such existing Lender states the amount of its Commitment increase, any such new Lender states its Commitment amount and agrees to assume and accept the obligations and rights of a Lender hereunder and the Borrower accepts such incremental Commitments. Upon the effectiveness of any increase in the total Commitements pursuant hereto, each Lender (new or existing) shall be deemed to have accepted an assignment from the existing Lenders, and the existing Lenders shall be deemed to have made an assignment to each new or existing Lender accepting a new or increased Commitment, of an interest in each then outstanding Revolving Loan (in each case, on the terms and conditions set forth in the Assignment and Assumption) such that, after giving effect to such assignments, all Revolving Credit Exposure hereunder is held ratably by the Lenders in proportion to their respective Commitments.  Assignments pursuant to the preceding sentence shall be made in exchange for, an substantially contemporaneously with the payment to the assigning Lenders of the principal amount assigned plus accrued and unpaid interest and facility fees. Payments received by assigning Lenders pursuant to this Section in respect of the principal amount of any Eurodollar Loan shall, for purposes of Section 2.13, be deemed prepayments of such Loan. Any increase of the total Commitments pursuant to this Section shall be subject to receipt by the Administrative Agent from the Borrower of such supplemen tal opinions, resolutions, certificates and other documents as the Administrative Agent may reasonably request.

SECTION 2.07.Repayment of Loans; Evidence of Debt.  (a) The Borrower hereby unconditionally promises to pay to the Administrative Agent for the account of each Lender the then unpaid principal amount of each Revolving Loan on the Maturity Date.

(b)Each Lender shall maintain in accordance with its usual practice an account or accounts evidencing the indebtedness of the Borrower to such Lender resulting from each Loan made by such Lender, including the amounts of principal and interest payable and paid to such Lender from time to time hereunder.

(c)The Administrative Agent shall maintain accounts in which it shall record (i) the amount of each Loan made hereunder, the Type thereof and the Interest Period applicable thereto, (ii) the amount of any principal or interest due and payable or to become due and

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payable from the Borrower to each Lender hereunder and (iii) the amount of any sum received by the Administrative Agent hereunder for the account of the Lenders and each Lender’s share thereof.

(d)The entries made in the accounts maintained pursuant to paragraph (b) or (c) of this Section shall be prima facie evidence of the existence and amounts of the obligations recorded therein; provided that the failure of any Lender or the Administrative Agent to maintain such accounts or any error therein shall not in any manner affect the obligation of the Borrower to repay the Loans in accordance with the terms of this Agreement.

(e)Any Lender may request that Loans made by it be evidenced by a promissory note in the form of Exhibit B hereto.  In such event, the Borrower shall prepare, execute and deliver to such Lender a promissory note payable to such Lender (or, if requested by such Lender, to such Lender and its registered assigns) and in a form approved by the Administrative Agent.  Thereafter, the Loans evidenced by such promissory note and interest thereon shall at all times (including after assignment pursuant to Section 9.04) be represented by one or more promissory notes in such form payable to the payee named therein (or, if such promissory note is a registered note, to such payee and its registered assigns).

(f)If at any time the aggregate Revolving Loans of the Lenders exceeds the aggregate Commitments of the Lenders, the Borrower shall immediately prepay the Revolving Loans in the amount of such excess.

SECTION 2.08.Prepayment of Loans.  (a) The Borrower shall have the right at any time and from time to time to prepay any Borrowing in whole or in part, subject to prior notice in accordance with paragraph (b) of this Section.

(b)The Borrower shall notify the Administrative Agent by telephone (confirmed by telecopy) of any prepayment hereunder (i) in the case of prepayment of a Eurodollar Borrowing, not later than 11:00 a.m., New York City time, three Business Days before the date of prepayment or (ii) in the case of prepayment of an ABR Borrowing, not later than 11:00 a.m., New York City time, one Business Day before the date of prepayment.  Each such notice shall be irrevocable and shall specify the prepayment date and the principal amount of each Borrowing or portion thereof to be prepaid; provided that, if a notice of prepayment is given in connection with a conditional notice of termination of the Commitments as contemplated by Section 2.06 (c), then such notice of prepayment may be revoked if such notice of termination is revoked in accordance with Section 2.06(c).  Promptly following receipt of any such notice relating to a Borrowing, the Administrative Agent shall advise the Lenders of the contents thereof.  Each partial prepayment of any Borrowing shall be in an amount that would be permitted in the case of an advance of a Borrowing of the same Type as provided in Section 2.02.  Each prepayment of a Borrowing shall be applied ratably to the Loans included in the prepaid Borrowing.  Prepayments shall be accompanied by accrued interest to the extent required by Section 2.10.

SECTION 2.09.Fees.  (a) The Borrower agrees to pay to the Administrative Agent for the account of each Lender a facility fee, which shall accrue at the Applicable Rate on the daily amount of the Commitment of such Lender (whether used or unused) during the period from and including the Closing Date to but excluding the date on which such Commitment

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terminates; provided that, if such Lender continues to have any Revolving Loans after its Commitment terminates, then such facility fee shall continue to accrue on the daily amount of such Lender’s Revolving Loans from and including the date on which its Commitment terminates to but excluding the date on which such Lender ceases to have any Revolving Loans outstanding.  Accrued facility fees shall be payable in arrears on the last day of March, June, September and December of each year and on the date on which the Commitments terminate, commencing on the first such date to occur after the date hereof; providedded that any facility fees accruing after the date on which the Commitments terminate shall be payable on demand.  All facility fees shall be computed on the basis of a year of 360 days and shall be payable for the actual number of days elapsed (including the first day but excluding the last day).

(b)The Borrower agrees to pay to the Administrative Agent, for its own account, fees payable in the amounts and at the times separately agreed upon between the Borrower and the Administrative Agent.

(c)All facility fees payable hereunder shall be paid on the dates due, in immediately available funds, to the Administrative Agent for distribution to the Lenders.  Fees paid shall not be refundable under any circumstances.

SECTION 2.10.Interest.  (a) The Loans comprising each ABR Borrowing shall bear interest at the Alternate Base Rate plus the Applicable Rate.

(b)The Loans comprising each Eurodollar Borrowing shall bear interest at the Adjusted LIBO Rate for the Interest Period in effect for such Borrowing plus the Applicable Rate.

(c)Notwithstanding the foregoing, if any principal of or interest on any Loan or any fee or other amount payable by the Borrower hereunder is not paid when due, whether at stated maturity, upon acceleration or otherwise, such overdue amount shall bear interest, after as well as before judgment, at a rate per annum equal to (i) in the case of overdue principal of any Loan, 2% plus the rate otherwise applicable to such Loan as provided in the preceding paragraphs of this Section or (ii) in the case of any other amount, 2% plus the rate applicable to ABR Loans as provided in paragraph (a) of this Section.

(d)Accrued interest on each Loan shall be payable in arrears on each Interest Payment Date for such Loan and upon termination of the Commitments; provided that (i) interest accrued pursuant to paragraph (c) of this Section shall be payable on demand, (ii) in the event of any repayment or prepayment of any Loan (other than a prepayment of an ABR Loan prior to the end of the Availability Period), accrued interest on the principal amount repaid or prepaid shall be payable on the date of such repayment or prepayment and (iii) in the event of any conversion of any Eurodollar Loan prior to the end of the current Interest Period therefor, accrued interest on such Loan shall b e payable on the effective date of such conversion.

(e)All interest hereunder shall be computed on the basis of a year of 360 days, except that interest computed by reference to the Alternate Base Rate at times when the Alternate Base Rate is based on the Prime Rate shall be computed on the basis of a year of 365 days (or 366 days in a leap year), and in each case shall be payable for the actual number of days elapsed (including the first day but excluding the last day).  The applicable Alternate Base Rate

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or Adjusted LIBO Rate shall be determined by the Administrative Agent, and such determination shall be conclusive absent manifest error.

SECTION 2.11.Alternate Rate of Interest.  If prior to the commencement of any Interest Period for a Eurodollar Borrowing:

(a)the Administrative Agent determines (which determination shall be conclusive absent manifest error) that adequate and reasonable means do not exist for ascertaining the Adjusted LIBO Rate for such Interest Period; or

(b)the Administrative Agent is advised by the Required Lenders that the Adjusted LIBO Rate for such Interest Period will not adequately and fairly reflect the cost to such Lenders (or Lender) of making or maintaining their Loans (or its Loan) included in such Borrowing for such Interest Period;

then the Administrative Agent shall give notice thereof to the Borrower and the Lenders by telephone or telecopy as promptly as practicable thereafter and, until the Administrative Agent notifies the Borrower and the Lenders that the circumstances giving rise to such notice no longer exist, (i) any Interest Election Request that requests the conversion of any Borrowing to, or continuation of any Borrowing as, a Eurodollar Borrowing shall be ineffective and (ii) if any Borrowing Request requests a Eurodollar Borrowing, such Borrowing shall be made as an ABR Borrowing; provided that if the circumstances giving rise to such notice affect only one Type of Borrowings, then the other Type of Borrowings shall be permitted.

SECTION 2.12.Increased Costs.  (a) If any Change in Law shall:

(i)impose, modify or deem applicable any reserve, special deposit or similar requirement against assets of, deposits with or for the account of, or credit extended by, any Lender (except any such reserve requirement reflected in the Adjusted LIBO Rate); or

(ii)impose on any Lender or the London interbank market any other condition affecting this Agreement or Eurodollar Loans made by such Lender;

and the result of any of the foregoing shall be to increase the cost to such Lender of making or maintaining any Eurodollar Loan (or of maintaining its obligation to make any such Loan) or to increase the cost to such Lender or to reduce the amount of any sum received or receivable by such Lender hereunder (whether of principal, interest or otherwise), then the Borrower will pay to such Lender such additional amount or amounts as will compensate such Lender for such additional costs incurred or reduction suffered.

(b)If any Lender determines that any Change in Law regarding capital requirements has or would have the effect of reducing the rate of return on such Lender’s capital or on the capital of such Lender’s holding company, if any, as a consequence of the transactions contemplated by this Agreement or the Loans made by such Lender hereunder, to a level below that which such Lender or such Lender’s holding company could have achieved but for such Change in Law (taking into consideration such Lender’s policies and the policies of such Lender’s holding company with respect to capital adequacy), then from time to time the

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Borrower will pay to such Lender such additional amount or amounts as will compensate such Lender or such Lender’s holding company for any such reduction suffered.

(c)A certificate of a Lender setting forth in reasonable detail the amount or amounts (and the basis therefor) necessary to compensate such Lender or its holding company, as the case may be, as specified in paragraph (a) or (b) of this Section shall be delivered to the Borrower and shall be conclusive absent manifest error.  The Borrower shall pay such Lender the amount shown as due on any such certificate within 10 days after receipt thereof.

(d)Failure or delay on the part of any Lender to demand compensation pursuant to this Section shall not constitute a waiver of such Lender’s right to demand such compensation; provided that the Borrower shall not be required to compensate a Lender pursuant to this Section for any increased costs or reductions incurred more than 270 days prior to the date that such Lender notifies the Borrower of the Change in Law giving rise to such increased costs or reductions and of such Lender’s intention to claim compensation therefor; provided fur ther that, if the Change in Law giving rise to such increased costs or reductions is retroactive, then the 270-day period referred to above shall be extended to include the period of retroactive effect thereof.

SECTION 2.13.Break Funding Payments.  In the event of (a) the payment of any principal of any Eurodollar Loan other than on the last day of an Interest Period applicable thereto (including as a result of an Event of Default), (b) the conversion of any Eurodollar Loan other than on the last day of the Interest Period applicable thereto, (c) the failure to borrow (after having made a request to borrow), convert, continue or prepay any Eurodollar Loan on the date specified in any notice delivered pursuant hereto (regardless of whether such notice may be revoked under Section 2.08(b) and is revoked in accordance therewith) or (d) the assignment of any Eurodollar Loan other than on the last day of the Interest Period applicable thereto as a result of an increase of Commitments pursuant to Section 2.06(d) or a request by the Borrower pursuant to Section 2.16, then, in any such event, the Borrower shall compensate each Lender for the loss, cost and expense attributable to such event.  In the case of a Eurodollar Loan, such loss, cost or expense to any Lender shall be deemed to include an amount determined by such Lender to be the excess, if any, of (i) the amount of interest which would have accrued on the principal amount of such Loan had such event not occurred, at the Adjusted LIBO Rate that would have been applicable to such Loan, for the period from the date of such event to the last day of the then current Interest Period therefor (or, in the case of a failure to borrow, convert or continue, for the period that would have been the Interest Period for such Loan), over (ii) the amount of interest which would accrue on such principal amount for such period at the interest rate which such Lender would bid were it to bid, at the commencement of such period, for dollar deposits of a comparable amount and period from other banks in the eurodollar market.  A certificate of any Lender setting forth in reasonable detail any amount or amounts (and the basis therefor) that such Lender is entitled to receive pursuant to this Section shall be delivered to the Borrower and shall be conclusive absent manifest error.  The Borrower shall pay such Lender the amount shown as due on any such certificate within 10 days after receipt thereof.  Failure or delay on the part of any Lender to demand compensation pursuant to this Section shall not constitute a waiver of such Lender’s right to demand such compensation; provided that the Borrower shall not be required to compensate a Lender pursuant to this Section for any loss, cost or expense incurred

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more than 270 days prior to the date that such Lender notifies the Borrower of the loss, cost or expense and of such Lender’s intention to claim compensation therefor.

SECTION 2.14.Taxes.  (a) Any and all payments by or on account of any obligation of the Borrower hereunder shall be made free and clear of and without deduction for any Indemnified Taxes or Other Taxes; provided that if the Borrower shall be required to deduct any Indemnified Taxes or Other Taxes from such payments, then (i) the sum payable shall be increased as necessary so that after making all required deductions (including deductions applicable to additional sums payable under this Section) the Administrative Agent or the Lender (as the case may be) receives an amount equal to the sum it wou ld have received had no such deductions been made, (ii) the Borrower shall make such deductions and (iii) the Borrower shall pay the full amount deducted to the relevant Governmental Authority in accordance with applicable law.

(b)In addition, the Borrower shall pay any Other Taxes to the relevant Governmental Authority in accordance with applicable law.

(c)The Borrower shall indemnify the Administrative Agent and each Lender within 10 days after written demand therefor, for the full amount of any Indemnified Taxes or Other Taxes paid by the Administrative Agent or such Lender on or with respect to any payment by or on account of any obligation of the Borrower hereunder (including Indemnified Taxes or Other Taxes imposed or asserted on or attributable to amounts payable under this Section) and any penalties, interest and reasonable expenses arising therefrom or with respect thereto, whether or not such Indemnified Taxes or Other Taxes were correctly or legally imposed or asserted by the relevant Governmental Authority.  A certificate setting forth in reasonable detail the amount (and the basis therefor) of such payment or liability delivered to the Borrower by a Lender, or by the Administrative Agent on its own behalf or on behalf of a Lender, shall be conclusive absent manifest error.

(d)As soon as practicable after any payment of Indemnified Taxes or Other Taxes by the Borrower to a Governmental Authority, the Borrower shall deliver to the Administrative Agent the original or a certified copy of a receipt issued by such Governmental Authority evidencing such payment, a copy of the return reporting such payment or other evidence of such payment reasonably satisfactory to the Administrative Agent.

(e)Any Foreign Lender that is entitled to an exemption from or reduction of withholding tax under the law of the jurisdiction in which the Borrower is located, or any treaty to which such jurisdiction is a party, with respect to payments under this Agreement shall deliver to the Borrower (with a copy to the Administrative Agent), at the time or times prescribed by applicable law, such properly completed and executed documentation prescribed by applicable law or reasonably requested by the Borrower as will permit such payments to be made without withholding or at a reduced rate.

(f)If the Administrative Agent or a Lender determines, in its reasonable discretion, that it has received a refund of any Taxes or Other Taxes as to which it has been indemnified by the Borrower or with respect to which the Borrower has paid additional amounts pursuant to this Section 2.14, it shall pay over such refund to the Borrower (but only to the extent of indemnity payments made, or additional amounts paid, by the Borrower under this Section

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2.14 with respect to the Taxes or Other Taxes giving rise to such refund), net of all reasonable out-of-pocket expenses of the Administrative Agent or such Lender and without interest (other than any interest paid by the relevant Governmental Authority with respect to such refund); provided, that the Borrower, upon the request of the Administrative Agent or such Lender, agrees to repay the amount paid over to the Borrower (plus any penalties, interest or other charges imposed by the relevant Governmental Authority) to the Administrative Agent or such Lender in the event the Administrative Agent or such Lender is required to repay such refund to such Governmental Authority. This Section shall not be construed to require the Administrative Agent or any Lender to make available its tax returns (or any other information relating to its taxes which it deems confidential) to the Borrower or any other Person.

SECTION 2.15.Payments Generally; Pro Rata Treatment; Sharing of Set-offs.  (a) The Borrower shall make each payment required to be made by it hereunder (whether of principal, interest or fees, or of amounts payable under Section 2.12, 2.13 or 2.14, or otherwise) prior to 12:00 noon, New York City time, on the date when due, in immediately available funds, without set off or counterclaim.  Any amounts received after such time on any date may, in the discretion of the Administrative Agent, be deemed to have been received on the next succeeding Business Day for purposes of calculating interest thereon.  All such payments shall be made to the Administrative Agent at its offices at 270 Park Avenue, New York, New York, except that payments pursuant to Sections 2.12, 2.13, 2.14 and 9.03 shall be made directly to the Persons entitled thereto.  The Administrative Agent shall distribute any such payments received by it for the account of any other Person to the appropriate recipient promptly following receipt thereof.  If any payment hereunder shall be due on a day that is not a Business Day, the date for payment shall be extended to the next succeeding Business Day, and, in the case of any payment accruing interest, interest thereon shall be payable for the period of such extension.  All payments hereunder shall be made in dollars.

(b)If at any time insufficient funds are received by and available to the Administrative Agent to pay fully all amounts of principal, interest and fees then due hereunder, such funds shall be applied (i) first, towards payment of interest and fees then due hereunder, ratably among the parties entitled thereto in accordance with the amounts of interest and fees then due to such parties, and (ii) second, towards payment of principal then due hereunder, ratably among the parties entitled thereto in accordance with the amounts of principal then due to such parties.

(c)If any Lender shall, by exercising any right of set off or counterclaim or otherwise, obtain payment in respect of any principal of or interest on any of its loans hereunder resulting in such Lender receiving payment of a greater proportion of the aggregate amount of its loans hereunder and accrued interest thereon than the proportion received by any other Lender, then the Lender receiving such greater proportion shall purchase (for cash at face value) participations in the loans hereunder of other Lenders to the extent necessary so that the benefit of all such payments shall be shared by the Lenders ratably in accordance with the aggregate amount of principal of and accrued interest on their respective loans hereunder; provided that (i) if any such participations are purchased and all or any portion of the payment giving rise thereto is recovered, such participations shall be rescinded and the purchase price restored to the extent of such recovery, without interest, and (ii) the provisions of this paragraph shall not be construed to apply to any payment made by the Borrower pursuant to and in accordance with the express

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terms of this Agreement or any payment obtained by a Lender as consideration for the assignment of or sale of a participation in any of its loans hereunder to any assignee or participant, other than to the Borrower or any Subsidiary or Affiliate thereof (as to which the provisions of this paragraph shall apply).  The Borrower consents to the foregoing and agrees, to the extent it may effectively do so under applicable law, that any Lender acquiring a participation pursuant to the foregoing arrangements may exercise against the Borrower rights of set-off and counterclaim with respect to such participation as fully as if such Lender were a direct creditor of the Borrower in the amount of such participation.

(d)Unless the Administrative Agent shall have received notice from the Borrower prior to the date on which any payment is due to the Administrative Agent for the account of the Lenders that the Borrower will not make such payment, the Administrative Agent may assume that the Borrower has made such payment on such date in accordance herewith and may, in reliance upon such assumption, distribute to the Lenders, the amount due.  In such event, if the Borrower has not in fact made such payment, then each of the Lenders severally agrees to repay to the Administrative Agent forthwith on demand the amount so distributed to such Lender with interest thereon, for each day from and including the date such amount is distributed to it to but excluding the date of payment to the Administrative Agent, at the greater of the Federal Funds Effective Rate and a rate determined by the Administrative Agent in accordance with banking industry rules on interbank compensation.

(e)If any Lender shall fail to make any payment required to be made by it pursuant to Section 2.04(b), 2.15(d) or 9.03(c), then the Administrative Agent may, in its discretion and notwithstanding any contrary provision hereof, (i) apply any amounts thereafter received by the Administrative Agent for the account of such Lender and for the benefit of the Administrative Agent to satisfy such Lender's obligations under such Sections until all such unsatisfied obligations are fully paid, and/or (ii) hold any such amounts in a segregated account as cash collateral for, and application to, any future funding obligations of such Lender under such Sections, in the case of each of clauses (i) and (ii) above, in any order as determined by the Administrative Agent in its discretion.

SECTION 2.16.Mitigation Obligations; Replacement of Lenders.  (a) If any Lender requests compensation under Section 2.12, or if the Borrower is required to pay any additional amount to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 2.14, then such Lender shall use reasonable efforts to designate a different lending office for funding or booking its Loans hereunder or to assign its rights and obligations hereunder to another of its offices, branches or affiliates, if, in the judgment of such Lender, such designation or assignment (i) would eliminate or reduce amounts payable pursuant to Section 2.12 or 2.14, as the c ase may be, in the future and (ii) would not subject such Lender to any unreimbursed cost or expense and would not otherwise be disadvantageous to such Lender.  The Borrower hereby agrees to pay all reasonable costs and expenses incurred by any Lender in connection with any such designation or assignment.

(b)If (i) any Lender requests compensation under Section 2.12 hereof,  (ii) the Borrower is required to pay any additional amount to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 2.14 hereof, (iii) any Lender becomes a Defaulting Lender or (iv) any Lender shall fail to consent to a departure or waiver of any

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provision of the Credit Documents or fail to agree to any amendment thereto, which waiver, consent or amendment requires the consent of all Lenders or of all Lenders directly affected thereby and has been consented to by the Required Lenders, then the Borrower may, at its sole expense and effort, upon notice to such Lender and the Administrative Agent, require such Lender to assign and delegate, without recourse (in accordance with and subject to the restrictions contained in Section 8.3 hereof), all its interests, rights and obligations under this Agreement to an assignee that shall assume such obligations (which assignee may be another Lender, if a Lender accepts such assignment); provided that (A) the Borrower shall have received the prior written c onsent of the Administrative Agent, (B) such Lender shall have received payment of an amount equal to the outstanding principal of its Advances, accrued interest thereon, accrued fees and all other amounts payable to it hereunder, from the assignee (to the extent of such outstanding principal and accrued interest and fees) or the Borrower (in the case of all other amounts), provided that in the case of the Borrower's replacement of a Defaulting Lender for failure to fund Loans hereunder, the assignee or the Borrower, as the case may be, shall hold back from such amounts payable to such Lender and pay directly to the Administrative Agent any payments due to the Administrative Agent or the non-Defaulting Lenders by the Defaulting Lender under this Agreement, (C) in the case of any such assignment resulting from a claim for compensation under Section 2.12 hereof or payments required to be made pursuant to Section 2.14 hereof, such assignment will result in a reduction in such compensation or payments, and (D) i n the case of clause (iv) above, the applicable assignee shall have agreed to the applicable departure, waiver or amendment of the Credit Documents. A Lender shall not be required to make any such assignment and delegation if, prior thereto, as a result of a waiver by such Lender or otherwise, the circumstances entitling the Borrower to require such assignment and delegation cease to apply.

SECTION 2.17.Defaulting Lenders.Notwithstanding any provision of this Agreement to the contrary, if any Lender becomes a Defaulting Lender, then the following provisions shall apply for so long as such Lender is a Defaulting Lender:

(a)fees shall cease to accrue on the Commitment of such Defaulting Lender pursuant to Section 2.09; and

(b)the Commitment and Revolving Credit Exposure of such Defaulting Lender shall not be included in determining whether all Lenders (or the appropriate subgroup of Lenders) have taken or may take any action hereunder (including any consent to any amendment, waiver or other modification pursuant to Section 9.02); provided, that this clause (b) shall not apply to the vote of a Defaulting Lender in the case of any matter addressed in Section 9.02(b)(i), (ii) or (iii).

ARTICLE III

Representations and Warranties

Each of the Borrower and the Guarantor represents and warrants to the Administrative Agent and the Lenders that:

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SECTION 3.01.Organization; Powers.  Each of the Guarantor and its Subsidiaries is duly organized, validly existing and in good standing under the laws of the jurisdiction of its organization, has all requisite power and authority to carry on its business as now conducted and, except where the failure to do so, individually or in the aggregate, could not reasonably be expected to result in a Material Adverse Effect, is qualified to do business in, and is in good standing in, every jurisdiction where such qualification is required.

SECTION 3.02.Authorization; Enforceability.  The Transactions are within the Guarantor’s and the Borrower’s corporate powers and have been duly authorized by all necessary corporate and, if required, stockholder action.  This Agreement has been duly executed and delivered by the Guarantor and the Borrower and constitutes a legal, valid and binding obligation of the Guarantor and the Borrower, enforceable in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium or other laws affecting creditors’ rights generally and subject to general principles of equity, regardless of whether considere d in a proceeding in equity or at law.

SECTION 3.03.Governmental Approvals; No Conflicts.  The Transactions (a) do not require any consent or approval of, registration or filing with, or any other action by, any Governmental Authority, except such as have been obtained or made and are in full force and effect, (b) will not violate any applicable law or regulation or the charter, by-laws or other organizational documents of the Guarantor or any of its Subsidiaries or any order of any Governmental Authority, (c) will not violate or result in a default under any indenture, agreement or other instrument binding upon the Guarantor or any of its Subsidiaries or its assets, or give rise to a right thereu nder to require any payment to be made by the Guarantor or any of its Subsidiaries, and (d) will not result in the creation or imposition of any Lien on any asset of the Guarantor or any of its Subsidiaries.

SECTION 3.04.Financial Condition; No Material Adverse Change.  (a) The Guarantor has heretofore furnished to each of the Lenders (i) the December 31, 2009 audited consolidated financial statements of the Guarantor and the December 31, 2009 unaudited financial statements of the Borrower, (ii) the unaudited consolidated financial statements through June 30, 2010 of the Guarantor and the Borrower, (iii) the December 31, 2009 Annual Statement of each Principal Insurance Subsidiary and (iv) the June 30, 2010 Quarterly Statement of each Principal Insurance Subsidiary (collectively, the “Financial Statements”).  Each of the Financial Statements was prepared in accordance with GAAP or SAP, as applicable, and such Financial Statements fairly present the financial conditions and operations of the Guarantor, the Borrower and the Principal Insurance Subsidiaries at such dates and the consolidated results of their operations for the respective periods then ended (except, in the case of such unaudited statements, for normal year-end audit adjustments).

(b)Since December 31, 2009, there has been no material adverse change in the business, assets, operations, prospects or condition, financial or otherwise, of either the Guarantor and its Subsidiaries, taken as a whole, or the Borrower and its Subsidiaries, taken as a whole.

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SECTION 3.05.Properties.  (a) Each of the Guarantor and its Subsidiaries has good title to, or valid leasehold interests in, all its real and personal property material to its business, except for minor defects in title that do not interfere with its ability to conduct its business as currently conducted or to utilize such properties for their intended purposes.

(b)Each of the Guarantor and its Subsidiaries owns, or is licensed to use, all trademarks, tradenames, copyrights, patents and other intellectual property material to its business, and the use thereof by the Guarantor and its Subsidiaries does not infringe upon the rights of any other Person, except for any such infringements that, individually or in the aggregate, could not reasonably be expected to result in a Material Adverse Effect.

SECTION 3.06.Litigation and Environmental Matters.  (a) There are no actions, suits or proceedings by or before any arbitrator or Governmental Authority pending against or, to the knowledge of the Borrower or the Guarantor, threatened against or affecting the Guarantor or any of its Subsidiaries (i) as to which there is a reasonable possibility of an adverse determination and that, if adversely determined, could reasonably be expected, individually or in the aggregate, to result in a Material Adverse Effect (other than the Disclosed Matters) or (ii) that involve this Agreement or the Transactions.

(b)Except for the Disclosed Matters and except with respect to any other matters that, individually or in the aggregate, could not reasonably be expected to result in a Material Adverse Effect, neither the Guarantor nor any of its Subsidiaries (i) has failed to comply with any Environmental Law or to obtain, maintain or comply with any permit, license or other approval required under any Environmental Law, (ii) has become subject to any Environmental Liability, (iii) has received notice of any claim with respect to any Environmental Liability or (iv) knows of any basis for any Environmental Liability.

(c)Since the date of this Agreement, there has been no change in the status of the Disclosed Matters that, individually or in the aggregate, has resulted in, or materially increased the likelihood of, a Material Adverse Effect.

SECTION 3.07.Compliance with Laws and Agreements.  Each of the Guarantor and its Subsidiaries is in compliance with all laws, regulations and orders of any Governmental Authority applicable to it or its property and all indentures, agreements and other instruments binding upon it or its property, except where the failure to do so, individually or in the aggregate, could not reasonably be expected to result in a Material Adverse Effect.  No Default has occurred and is continuing.

SECTION 3.08.Investment Company Status.  Neither the Guarantor nor any of its Subsidiaries is an “investment company” as defined in, or subject to regulation under, the Investment Company Act of 1940.

SECTION 3.09.Taxes.  Each of the Guarantor and its Subsidiaries has timely filed or caused to be filed all Tax returns and reports required to have been filed and has paid or caused to be paid all Taxes required to have been paid by it, except, in each case, (a) Taxes that are being contested in good faith by appropriate proceedings and for which the Guarantor or such

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Subsidiary, as applicable, has set aside on its books adequate reserves or (b) to the extent that the failure to do so could not reasonably be expected to result in a Material Adverse Effect.

SECTION 3.10.ERISA.  No ERISA Event has occurred or is reasonably expected to occur that, when taken together with all other such ERISA Events for which liability is reasonably expected to occur, could reasonably be expected to result in a Material Adverse Effect.  The present value of all accumulated benefit obligations under each Plan (based on the assumptions used for purposes of Statement of Financial Accounting Standards No. 87) did not, as of the date of the most recent financial statements reflecting such amounts, exceed the fair market value of the assets of such Plan by an amount that could reasonably be expected to have a Material Adverse Effect, and the present value of all accumulated benefit obligations of all underfunded Plans (based on the assumptions used for purposes of Statement of Financial Accounting Standards No. 87) did not, as of the date of the most recent financial statements reflecting such amounts, exceed by the fair market value of the assets of all such underfunded Plans by an amount that could reasonably be expected to have a Material Adverse Effect.

SECTION 3.11.Disclosure.  Each of the Borrower and the Guarantor has disclosed to the Lenders all agreements, instruments and corporate or other restrictions to which it or any of its Subsidiaries is subject, and all other matters known to it, that, individually or in the aggregate, could reasonably be expected to result in a Material Adverse Effect.  Neither the Information Memorandum nor any of the other reports, financial statements, certificates or other information furnished by or on behalf of the Borrower or the Guarantor to the Administrative Agent or any Lender in connection with the negotiation of this Agreement or delivered hereunder (as m odified or supplemented by other information so furnished) contains any material misstatement of fact or omits to state any material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided that, with respect to projected financial information, the Guarantor represents only that such information was prepared in good faith based upon assumptions believed to be reasonable at the time.

SECTION 3.12.Subsidiaries.  As of the Effective Date, the Guarantor has no Subsidiaries other than those Subsidiaries listed on Schedule 3.12.  Schedule 3.12 correctly sets forth, as of the Effective Date, (i) the percentage ownership (direct or indirect) of the Guarantor in each class of capital stock or other equity of its Subsidiaries and also identifies the direct owner thereof, and (ii) the jurisdiction of organization of each such Subsidiary.

SECTION 3.13.Regulation U.  Margin stock (as defined in Regulation U of the Board of Governors of the Federal Reserve System) constitutes less than 25% of the value of those assets of the Guarantor and its Subsidiaries which are subject to any limitation on sale, pledge, or other restriction hereunder.  Neither the making of any Loan hereunder, nor the use of the proceeds thereof, will violate or be inconsistent with the provisions of Regulation T, Regulation U or Regulation X of the Board of Governors of the Federal Reserve System.

SECTION 3.14.Solvency.  On the Effective Date, after giving effect to the consummation of the transactions contemplated hereby, each of the Guarantor and Borrower is Solvent.

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SECTION 3.15.Intellectual Property.  Each of the Guarantor and its Subsidiaries owns, or is licensed to use, all trademarks, tradenames, copyrights, patents and other intellectual property necessary to its business as currently conducted and material to the business of the Guarantor and the Subsidiaries taken as a whole and the use thereof by the Guarantor and the Subsidiaries does not infringe in any material respect upon the rights of any other Person.

SECTION 3.16.Insurance Licenses.  Schedule 3.16 hereto lists all of the jurisdictions in which any Insurance Subsidiary holds a License and is authorized to transact insurance business as of the Effective Date.  No such License, the loss of which could reasonably be expected to have a Material Adverse Effect, is the subject of a proceeding for suspension or revocation.  To the Guarantor’s and the Borrower’s knowledge, there is no sustainable basis for such suspension or revocation, and no such suspension or revocation has been threatened by any Governmental Authority.

ARTICLE IV

Conditions

SECTION 4.01.Effective Date.  The obligations of the Lenders to make Loans hereunder shall not become effective until the date on which each of the following conditions is satisfied (or waived in accordance with Section 9.02):

(a)The Administrative Agent (or its counsel) shall have received (i) from each party hereto either (a) a counterpart of this Agreement signed on behalf of such party or (b) written evidence satisfactory to the Administrative Agent (which may include telecopy transmission of a signed signature page of this Agreement) that such party has signed a counterpart of this Agreement, and (ii) from the Guarantor either (a) a counterpart of the Guaranty signed on behalf of the Guarantor or (b) written evidence satisfactory to the Administrative Agent (which may include telecopy transmission of a signed signature page of the Guaranty) that such party has signed a counterpart of the Guaranty.

(b)The Administrative Agent shall have received a favorable written opinion (addressed to the Administrative Agent and the Lenders and dated the Effective Date) of the General Counsel for the Borrower and the Guarantor, covering such matters relating to the Borrower, the Guarantor, this Agreement or the Transactions as the Required Lenders shall reasonably request.  The Borrower and the Guarantor hereby request such counsel to deliver such opinion.

(c)The Administrative Agent shall have received such documents and certificates as the Administrative Agent or its counsel may reasonably request relating to the organization, existence and good standing of the Borrower and the Guarantor, the authorization of the Transactions and any other legal matters relating to the Borrower, the Guarantor, this Agreement or the Transactions, all in form and substance satisfactory to the Administrative Agent and its counsel.

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(d)The Administrative Agent shall have received a certificate, dated the Effective Date and signed by the President, a Vice President or a Financial Officer of each of the Borrower and the Guarantor, confirming compliance with the conditions set forth in paragraphs (a) and (b) of Section 4.02.

(e)The Administrative Agent shall have received all fees and other amounts due and payable on or prior to the Effective Date, including, to the extent invoiced, reimbursement or payment of all out of pocket expenses required to be reimbursed or paid by the Borrower hereunder.

(f)The Administrative Agent shall have received copies of all Governmental Authority and third party approvals necessary or, in the discretion of the Administrative Agent, advisable in connection with the Transactions and all other documents reasonably requested by the Administrative Agent.

(g)           The Administrative Agent shall have received any required regulatory approvals from any Governmental Authority, including any applicable department of insurance approvals, with respect to the Transactions.  The Lenders shall have received satisfactory evidence that all orders, letter agreements and other constraints upon the activities (including the payment of dividends) and operations of the Insurance Subsidiaries imposed by any Governmental Authority and not applicable to insurance companies generally  shall have been rescinded.

The Administrative Agent shall notify the Borrower and the Lenders of the Effective Date, and such notice shall be conclusive and binding.  Notwithstanding the foregoing, the obligations of the Lenders to make Loans shall not become effective unless each of the foregoing conditions is satisfied (or waived pursuant to Section 9.02) at or prior to 3:00 p.m., New York City time, on September 30, 2010 (and, in the event such conditions are not so satisfied or waived, the Commitments shall terminate at such time).

SECTION 4.02.Each Credit Event.  The obligation of each Lender to make a Loan on the occasion of any Borrowing is subject to the satisfaction of the following conditions:

(a)The representations and warranties of the Borrower and the Guarantor set forth in this Agreement shall be true and correct on and as of the date of such Borrowing.

(b)At the time of and immediately after giving effect to such Borrowing, no Default shall have occurred and be continuing.

Each Borrowing shall be deemed to constitute a representation and warranty by each of the Borrower and the Guarantor on the date thereof as to the matters specified in paragraphs (a) and (b) of this Section.

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ARTICLE V

Affirmative Covenants

Until the Commitments have expired or been terminated and the principal of and interest on each Loan and all fees payable hereunder shall have been paid in full, each of the Borrower and the Guarantor covenants and agrees with the Lenders that:

SECTION 5.01.Financial Statements; Ratings Change and Other Information.  The Guarantor or the Borrower, as applicable,will furnish to the Administrative Agent and each Lender:

(a)within 90 days after the end of each fiscal year of the Guarantor, its audited consolidated balance sheet and related statements of operations, stockholders’ equity and cash flows as of the end of and for such year, setting forth in each case in comparative form the figures for the previous fiscal year, all reported on by Pricewaterhouse Coopers or other independent public accountants of recognized national standing (without a “going concern” or like qualification or exception and without any qualification or exception as to the scope of such audit) to the effect that such consolidated financial statements present fairly in all material respects the financial condition and results of operations of the Guarantor and its consolidated Subsidiaries on a consolidated basis in accordance with GAAP consistently applied;

(b)within 45 days after the end of each of the first three fiscal quarters of each fiscal year of the Guarantor, its consolidated balance sheet and related statements of operations, stockholders’ equity and cash flows as of the end of and for such fiscal quarter and the then elapsed portion of the fiscal year, setting forth in each case in comparative form the figures for the corresponding period or periods of (or, in the case of the balance sheet, as of the end of) the previous fiscal year, all certified by one of its Financial Officers as presenting fairly in all material respects the financial condition and results of operations of the Guarantor and its consolidated Subsidiaries on a consolidated basis in accordance with G AAP consistently applied, subject to normal year-end audit adjustments and the absence of footnotes;

(c)within 90 days after the end of each fiscal year of the Borrower, its unaudited balance sheet and related statements of operations, stockholders’ equity and cash flows as of the end of and for such year, setting forth in each case in comparative form the figures for the previous fiscal year, all certified by one of its Financial Officers as presenting fairly in all material respects the financial condition and results of operations of the Borrower on a consolidated basis in accordance with GAAP consistently applied;

(d)within 45 days after the end of each of the first three fiscal quarters of each fiscal year of the Borrower, its balance sheet and related statements of operations, stockholders’ equity and cash flows as of the end of and for such fiscal quarter and the

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then elapsed portion of the fiscal year, setting forth in each case in comparative form the figures for the corresponding period or periods of (or, in the case of the balance sheet, as of the end of) the previous fiscal year, all certified by one of its Financial Officers as presenting fairly in all material respects the financial condition and results of operations of the Borrower in accordance with GAAP consistently applied, subject to normal year-end audit adjustments and the absence of footnotes;

(e)concurrently with any delivery of financial statements under clause (a) or (b) above, a certificate of a Financial Officer of the Guarantor (i) certifying as to whether a Default has occurred and, if a Default has occurred, specifying the details thereof and any action taken or proposed to be taken with respect thereto, (ii) setting forth reasonably detailed calculations demonstrating compliance with Sections 6.09, 6.10 and 6.11 and (iii) stating whether any change in GAAP or in the application thereof has occurred since the date of the audited financial statements referred to in Section 3.04 and, if any such change has occurred, specifying the effect of such change on the financial statements accompanying such certificate;

(f)(i) Upon the earlier of (A) fifteen (15) days after the regulatory filing date or (B) seventy-five (75) days after the close of each fiscal year thereof, copies of the unaudited Annual Statement of each Principal Insurance Subsidiary, certified by the chief financial officer or the treasurer of such Principal Insurance Subsidiary, all such statements to be prepared in accordance with SAP and (ii) no later than each June 15, copies of such Annual Statements audited and certified by independent certified public accountants of recognized national standing;

(g)Upon the earlier of (i) ten (10) days after the regulatory filing date or (ii) forty-five (45) days after the close of each of the first three (3) fiscal quarters of each fiscal year thereof, copies of the unaudited Quarterly Statement of each of the Principal Insurance Subsidiaries identified in clause (a) of the definition thereof (other than any organized under the laws of Bermuda), certified by the chief financial officer or the treasurer of such Principal Insurance Subsidiary, all such statements to be prepared in accordance with SAP;

(h)Promptly and in any event within ten (10) days after (i) learning thereof, notification of any changes after the Effective Date in the rating given by A.M. Best & Co. or in the financial strength rating given by Moody’s or S & P, in each case in respect of any Principal Insurance Subsidiary and (ii) receipt thereof, copies of any ratings analysis by A.M. Best & Co. relating to any Principal Insurance Subsidiary;

(i)promptly after the same become publicly available, copies of all periodic and other reports, proxy statements and other materials filed by the Guarantor or any Subsidiary with the Securities and Exchange Commission, or any Governmental Authority succeeding to any or all of the functions of said Commission, any national securities exchange, the NAIC or any insurance commission or department or analogous Governmental Authority (including any filing made by the Guarantor or any Subsidiary pursuant to any insurance holding company act or related rules or regulations), but excluding routine or non-material filings with the SEC, the NAIC, any insurance

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commissioner or department or analogous Governmental Authority, or distributed by the Guarantor to its shareholders generally;

(j)promptly after Moody’s or S&P shall have announced a change in the rating established or deemed to have been established for the Index Debt, written notice of such rating change; and

(k)promptly following any request therefor, such other information regarding the operations, business affairs and financial condition of the Guarantor or any Subsidiary, or compliance with the terms of this Agreement, as the Administrative Agent or any Lender may reasonably request.

SECTION 5.02.Notices of Material Events.  The Borrower and the Guarantor will furnish to the Administrative Agent and each Lender prompt written notice of the following:

(a)the occurrence of any Default;

(b)the filing or commencement of any action, suit or proceeding by or before any arbitrator or Governmental Authority against or affecting the Guarantor or any Affiliate thereof that, if adversely determined, could reasonably be expected to result in a Material Adverse Effect;

(c) the receipt of any notice from any Governmental Authority of the expiration without renewal, revocation or suspension of, or the institution of any proceedings to revoke or suspend, any License now or hereafter held by any Insurance Subsidiary which is required to conduct insurance business in compliance with all applicable laws and regulations and the expiration, revocation or suspension of which could reasonably be expected to have a Material Adverse Effect,

(d)any material judicial or administrative order of which they are aware limiting or controlling the insurance business of any Insurance Subsidiary (and not the insurance industry generally) which has been issued or adopted

(e)the occurrence of any ERISA Event that, alone or together with any other ERISA Events that have occurred, could reasonably be expected to result in liability of the Guarantor and its Subsidiaries in an aggregate amount which could reasonably be expected to have a Material Adverse Effect; and

(f)any other development that results in, or could reasonably be expected to result in, a Material Adverse Effect.

Each notice delivered under this Section shall be accompanied by a statement of a Financial Officer or other executive officer of the Guarantor setting forth the details of the event or development requiring such notice and any action taken or proposed to be taken with respect thereto.

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SECTION 5.03.Existence; Conduct of Business.  The Guarantor will, and will cause each of its Subsidiaries to, (a) do or cause to be done all things necessary to preserve, renew and keep in full force and effect its legal existence and the rights, licenses, permits, privileges and franchises material to the conduct of its business; provided that the foregoing shall not prohibit any merger, consolidation, liquidation or dissolution permitted under Section 6.03, and (b) do all things necessary to renew, extend and continue in effect all Licenses which may at any time and from time to time be necess ary for any Insurance Subsidiary to operate its insurance business in compliance with all applicable laws and regulations except for any License the loss of which could not reasonably be expected to have a Material Adverse Effect; provided, that any Insurance Subsidiary may withdraw from one or more states (other than its state of domicile) as an admitted insurer if such withdrawal is determined by the Guarantor’s Board of Directors to be in the best interest of the Guarantor and could not reasonably be expected to have a Material Adverse Effect.

SECTION 5.04.Payment of Obligations.  The Guarantor will, and will cause each of its Subsidiaries to, pay its obligations, including Tax liabilities, that, if not paid, could result in a Material Adverse Effect before the same shall become delinquent or in default, except where (a) the validity or amount thereof is being contested in good faith by appropriate proceedings, (b) the Guarantor or such Subsidiary has set aside on its books adequate reserves with respect thereto in accordance with GAAP and (c) the failure to make payment pending such contest could not reasonably be expected to result in a Material Adverse Effect.

SECTION 5.05.Maintenance of Properties; Insurance.  The Guarantor will, and will cause each of its Subsidiaries to, (a) keep and maintain all property material to the conduct of its business in good working order and condition, ordinary wear and tear excepted, and (b) maintain, with financially sound and reputable insurance companies, insurance in such amounts and against such risks as are customarily maintained by companies engaged in the same or similar businesses operating in the same or similar locations.

SECTION 5.06.Books and Records; Inspection Rights.  The Guarantor will, and will cause each of its Subsidiaries to, keep proper books of record and account in which full, true and correct entries are made of all dealings and transactions in relation to its business and activities.  The Guarantor will, and will cause each of its Subsidiaries to, permit any representatives designated by the Administrative Agent or any Lender, upon reasonable prior notice, to visit and inspect its properties, to examine and make extracts from its books and records, and to discuss its affairs, finances and condition with its officers and independent accountants, all at such reasonable times and as often as reasonably requested.

SECTION 5.07.Compliance with Laws.  The Guarantor will, and will cause each of its Subsidiaries to, comply with all laws, rules, regulations and orders of any Governmental Authority applicable to it or its property, except where the failure to do so, individually or in the aggregate, could not reasonably be expected to result in a Material Adverse Effect.

SECTION 5.08.Use of Proceeds.  The proceeds of the Loans will be used for general corporate purposes of the Borrower and its Subsidiaries.  No part of the proceeds of any

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Loan will be used, whether directly or indirectly, for any purpose that entails a violation of any of the Regulations of the Board, including Regulations T, U and X.

ARTICLE VI

Negative Covenants

Until the Commitments have expired or been terminated and the principal of and interest on each Loan and all fees payable hereunder have been paid in full, each of the Borrower and the Guarantor covenants and agrees with the Lenders that:

SECTION 6.01.Indebtedness.  The Guarantor will not, and will not permit any Subsidiary to, create, incur, assume or permit to exist any Indebtedness, except:

(a)Indebtedness created hereunder and under the Guaranty;

(b)Indebtedness existing on the date hereof and set forth in Schedule 6.01 and extensions, renewals and replacements of any such Indebtedness that do not increase the outstanding principal amount thereof;

(c)Indebtedness of the Guarantor to any Subsidiary and of any Subsidiary to the Guarantor or any other  Subsidiary;

(d)Indebtedness evidenced by seller notes used in the acquisition of  Insurance Subsidiaries engaged in the title insurance business in an aggregate principal amount not exceeding $25,000,000 at any one time outstanding; and

(e)other Indebtedness in an aggregate principal amount not exceeding $500,000,000 at any time outstanding; provided, that (i) any Indebtedness incurred pursuant to this clause (e) which is not secured by a Lien granted pursuant to Section 6.02(c), (d) or (e) must be unsecured, and (ii) the aggregate principal amount of Indebtedness of the Guarantor’s Subsidiaries incurred pursuant to this clause (e) shall not exceed $25,000,000 at any time outstanding.

SECTION 6.02.Liens.  The Guarantor will not, and will not permit any Subsidiary to, create, incur, assume or permit to exist any Lien on any property or asset now owned or hereafter acquired by it, or assign or sell any income or revenues (including accounts receivable) or rights in respect of any thereof, except:

(a)Permitted Encumbrances;

(b)any Lien on any property or asset of the Guarantor or any Subsidiary existing on the date hereof and set forth in Schedule 6.02; provided that (i) such Lien shall not apply to any other property or asset of the Guarantor or any Subsidiary and (ii) such Lien shall secure only those obligations which it secures on the date hereof and extensions, renewals and replacements thereof that do not increase the outstanding principal amount thereof;

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(c)any Lien existing on any property or asset prior to the acquisition thereof by the Guarantor or any Subsidiary or existing on any property or asset of any Person that becomes a Subsidiary after the date hereof prior to the time such Person becomes a Subsidiary; provided that (i) such security interests secure Indebtedness permitted by clause (e) of Section 6.01, (ii) such Lien is not created in contemplation of or in connection with such acquisition or such Person becoming a Subsidiary, as the case may be, (iii) such Lien shall not apply to any other property or assets of the Guarantor or any Subsidiary and (iv) such Lien shall secure only those obligations which i t secures on the date of such acquisition or the date such Person becomes a Subsidiary, as the case may be and extensions, renewals and replacements thereof that do not increase the outstanding principal amount thereof;

(d)Liens on fixed or capital assets acquired, constructed or improved by the Guarantor or any Subsidiary; provided that (i) such security interests secure Indebtedness permitted by clause (e) of Section 6.01, (ii) such security interests and the Indebtedness secured thereby are incurred prior to or within 90 days after such acquisition or the completion of such construction or improvement, (iii) the Indebtedness secured thereby does not exceed 100% of the cost of acquiring, constructing or improving such fixed or capital assets and (iv) such security interests shall not apply to any other property or assets of the Guarantor or any Subsidiary; and

(e)Liens securing other Indebtedness permitted by clause (e) of Section 6.01 with a principal amount not in excess of $100,000,000 at any one time outstanding.

SECTION 6.03.Fundamental Changes.  (a) The Guarantor will not, and will not permit any Subsidiary to, merge into or consolidate with any other Person, or permit any other Person to merge into or consolidate with it, or liquidate or dissolve, except that, if at the time thereof and immediately after giving effect thereto no Default shall have occurred and be continuing (i) any Subsidiary may merge into the Guarantor in a transaction in which the Guarantor is the surviving corporation, (ii) any Person may merge into any Subsidiary in a transaction in which the surviving entity is a Subsidiary and (iii) any Subsidiary may liquidate or dissolve if the Guarantor determines in good faith that such liquidation or dissolution is in the best interests of the Guarantor and is not materially disadvantageous to the Lenders; provided that any such merger involving a Person that is not a Wholly-Owned Subsidiary immediately prior to such merger shall not be permitted unless also permitted by Section 6.04.

(b)           The Guarantor will not, nor will it permit any Subsidiary to, make any Asset Disposition except for (i) Asset Dispositions among the Guarantor and one or more Domestic Subsidiaries or among any Domestic Subsidiaries and (ii) other Asset Dispositions of property that, together with all other property of the Guarantor and its Subsidiaries previously leased, sold or disposed of in Asset Dispositions made pursuant to this Section 6.03(b)(ii) during the twelve-month period ending with the month in which any such lease, sale or other disposition occurs, do not constitute a Substantial Portion of the property of the Guarantor and its Subsidiaries.

(c)           The Guarantor will not, and will not permit any of its Subsidiaries to, engage to any material extent in any business other than businesses of the type conducted by the Guarantor

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and its Subsidiaries on the date of execution of this Agreement and businesses reasonably related thereto.

SECTION 6.04.Investments, Loans, Advances, Guarantees and Acquisitions.  The Guarantor will not, and will not permit any of its Subsidiaries to, purchase, hold or acquire (including pursuant to any merger with any Person that was not a Wholly-Owned Subsidiary prior to such merger) any capital stock, evidences of indebtedness or other securities (including any option, warrant or other right to acquire any of the foregoing) of, make or permit to exist any loans or advances to, Guarantee any obligations of, or make or permit to exist any investment or any other interest in, any other Person, or purchase or otherwise acquire (in one transaction or a series of tra nsactions) any assets of any other Person constituting a business unit, except:

(a)investments by the Guarantor in the capital stock of its Subsidiaries;

(b)loans or advances made by the Guarantor to any Subsidiary and made by any Subsidiary to the Guarantor or any other Subsidiary;

(c)Guarantees constituting Indebtedness permitted by Section 6.01;

(d)subject to the provisions of this Section 6.04(d) and the requirements contained in the definition of Permitted Acquisition, the Guarantor and its Wholly-Owned Subsidiaries may from time to time effect Permitted Acquisitions, so long as: (i) no Default shall have occurred and be continuing at the time of the consummation of the proposed Permitted Acquisition or immediately after giving effect thereto; and (ii) if the proposed Permitted Acquisition is for aggregate consideration of $50,000,000 or more, the Guarantor shall have given to the Administrative Agent written notice of such proposed Permitted Acquisition on the earlier of (x) the date on which the Permitted Acquisition is publicly announced and (y) ten (10) Business Days prior to consummation of such Permitted Acquisition (or such shorter period of time as may be reasonably acceptable to the Administrative Agent), which notice shall be executed by its chief financial officer or treasurer and (A) shall describe in reasonable detail the principal terms and conditions of such Permitted Acquisition and (B) include computations in reasonable detail reflecting that after giving effect to such proposed Permitted Acquisition and any Indebtedness to be incurred in connection therewith, the Guarantor is in compliance with Sections 6.09, 6.10 and 6.11 hereof; and

(e)other investments made pursuant to investment guidelines approved by Guarantor’s board of directors from time to time and which otherwise comply with applicable insurance law or regulation  and any applicable guidelines established by the NAIC from time to time.

SECTION 6.05.Swap Agreements.  The Guarantor will not, and will not permit any of its Subsidiaries to, enter into any Swap Agreement, except (a) Swap Agreements entered into to hedge or mitigate risks to which the Guarantor or any Subsidiary has actual exposure (other than those in respect of Equity Interests of the Guarantor or any of its Subsidiaries), and (b) Swap Agreements entered into in order to effectively cap, collar or exchange interest rates

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(from fixed to floating rates, from one floating rate to another floating rate or otherwise) with respect to any interest-bearing liability or investment of the Guarantor or any Subsidiary.

SECTION 6.06.Restricted Payments.  The Guarantor will not, and will not permit any of its Subsidiaries to, declare, pay or make, or agree to declare, pay or make, directly or indirectly, any Restricted Payment, except (a) the Guarantor may declare and pay dividends with respect to its Equity Interests payable solely in additional shares of its common stock, (b) Subsidiaries may declare and pay dividends as permitted by applicable law, (c) the Guarantor may make Restricted Payments pursuant to and in accordance with stock option plans or other benefit plans for management or employees of the Guarantor and its Subsidiaries and (d) so long as no Default exists i mmediately prior to or immediately after giving effect to such Restricted Payment, the Guarantor may make other Restricted Payments not exceeding $180,000,000 in any calendar year.

SECTION 6.07.Transactions with Affiliates.  The Guarantor will not, and will not permit any of its Subsidiaries to, sell, lease or otherwise transfer any property or assets to, or purchase, lease or otherwise acquire any property or assets from, or otherwise engage in any other transactions with, any of its Affiliates, except (a) transactions between Guarantor and any of its Wholly-Owned Subsidiaries or between two or more Wholly-Owned Subsidiaries, (b) transactions in the ordinary course of business at prices and on terms and conditions not less favorable to the Guarantor or such Subsidiary than could be obtained on an arm’s-length basis from unrelated third parties, and (c) any Restricted Payments permitted by Section 6.06.

SECTION 6.08.Restrictive Agreements.  The Guarantor will not, and will not permit any of its Subsidiaries to, directly or indirectly, enter into, incur or permit to exist any agreement or other arrangement that prohibits, restricts or imposes any condition upon (a) the ability of the Guarantor or any Subsidiary to create, incur or permit to exist any Lien upon any of its property or assets, or (b) the ability of any Subsidiary to pay dividends or other distributions with respect to any shares of its capital stock or to make or repay loans or advances to the Guarantor or any other Subsidiary or to Guarantee Indebtedness of the Guarantor or any other Subsidiary ; provided that (i) the foregoing shall not apply to restrictions and conditions imposed by law or by this Agreement, (ii) the foregoing shall not apply to restrictions and conditions existing on the date hereof identified on Schedule 6.08 (but shall apply to any extension or renewal of, or any amendment or modification expanding the scope of, any such restriction or condition), (iii) the foregoing shall not apply to customary restrictions and conditions contained in agreements relating to the sale of a Subsidiary pending such sale, provided that such restrictions and conditions apply only to the Subsidiary that is to be sold and such sale is permitted hereunder, (iv) clause (a) of the foregoing shall not apply to restrictions or conditions imposed by any agreement relating to secured Indebtedness permitted by this Agreement if such restrictions or conditions apply only to the property or assets securing such Indebtedness and (v) clause (a) of the foregoing shall not apply to customary provisions in leases and other contracts restricting the assignment thereof.

SECTION 6.09.Minimum Consolidated Net Worth.  The Guarantor will not permit its Consolidated Net Worth as of the end of any fiscal quarter of the Guarantor to be less than or equal to $3,000,000,000.

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SECTION 6.10.Maximum Total Debt to Total Capitalization Ratio.  The Guarantor will not permit its ratio of Total Debt to Total Capitalization as of the end of any fiscal quarter of the Guarantor to be greater than .225 to 1.00.

SECTION 6.11.Statutory Surplus.  The Guarantor shall cause each of the Insurance Subsidiaries set forth below to maintain a Statutory Surplus in an amount equal to or greater than the corresponding amount set forth below.

Insurance Subsidiary	Minimum Statutory Surplus
Bituminous Casualty Company	$185,000,000
Bituminous Fire and Marine Casualty Company	$100,000,000
Great West Casualty Company	$360,000,000
Old Republic Insurance Company	$665,000,000

SECTION 6.12.Fiscal Year.  The Guarantor shall not, nor shall it permit any Subsidiary to, change its fiscal year to end on any date other than December 31 of each year.

ARTICLE VII

Events of Default

If any of the following events (“Events of Default”) shall occur:

(a)the Borrower shall fail to pay any principal of any Loan when and as the same shall become due and payable, whether at the due date thereof or at a date fixed for prepayment thereof or otherwise;

(b)the Borrower shall fail to pay any interest on any Loan or any fee or any other amount (other than an amount referred to in clause (a) of this Article) payable under this Agreement, when and as the same shall become due and payable, and such failure shall continue unremedied for a period of three Business Days;

(c)any representation or warranty made or deemed made by or on behalf of the Guarantor or any Subsidiary in or in connection with this Agreement or any amendment or modification hereof or waiver hereunder, or in any report, certificate, financial statement or other document furnished pursuant to or in connection with this Agreement or any amendment or modification hereof or waiver hereunder, shall prove to have been incorrect when made or deemed made;

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(d)the Borrower or the Guarantor shall fail to observe or perform any covenant, condition or agreement contained in Section 5.02, 5.03 (with respect to the Borrower’s or the Guarantor’s existence, as applicable) or 5.08 or in Article VI;

(e)the Borrower or the Guarantor shall fail to observe or perform any covenant, condition or agreement contained in this Agreement (other than those specified in clause (a), (b) or (d) of this Article), and such failure shall continue unremedied for a period of 30 days after notice thereof from the Administrative Agent to the Borrower (which notice will be given at the request of any Lender);

(f)the Guarantor or any Subsidiary shall fail to make any payment (whether of principal or interest and regardless of amount) in respect of any Material Indebtedness, when and as the same shall become due and payable;

(g)any event or condition occurs that results in any Material Indebtedness becoming due prior to its scheduled maturity or that enables or permits (with or without the giving of notice, the lapse of time or both) the holder or holders of any Material Indebtedness or any trustee or agent on its or their behalf to cause any Material Indebtedness to become due, or to require the prepayment, repurchase, redemption or defeasance thereof, prior to its scheduled maturity; provided that this clause (g) shall not apply to secured Indebtedness that becomes due as a result of the voluntary sale or transfer of the property or assets securing such Indebtedness;

(h)an involuntary proceeding shall be commenced or an involuntary petition shall be filed seeking (i) liquidation, reorganization or other relief in respect of the Guarantor or any Subsidiary or its debts, or of a substantial part of its assets, under any  Federal, state or foreign bankruptcy, insolvency, receivership or similar law now or hereafter in effect or (ii) the appointment of a receiver, trustee, custodian, sequestrator, conservator or similar official for the Guarantor or any Subsidiary or for a substantial part of its assets, and, in any such case, such proceeding or petition shall continue undismissed for 60 days or an order or decree approving or ordering any of the foregoing shall be entered;

(i)the Guarantor or any Subsidiary shall (i) voluntarily commence any proceeding or file any petition seeking liquidation, reorganization or other relief under any Federal, state or foreign bankruptcy, insolvency, receivership or similar law now or hereafter in effect, (ii) consent to the institution of, or fail to contest in a timely and appropriate manner, any proceeding or petition described in clause (h) of this Article, (iii) apply for or consent to the appointment of a receiver, trustee, custodian, sequestrator, conservator or similar official for the Guarantor or any Subsidiary or for a substantial part of its assets, (iv) file an answer admitting the material allegations of a petition filed against it in any such proceeding , (v) make a general assignment for the benefit of creditors or (vi) take any action for the purpose of effecting any of the foregoing;

(j)the Guarantor or any Subsidiary shall become unable, admit in writing its inability or fail generally to pay its debts as they become due;

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(k)one or more judgments for the payment of money in an aggregate amount in excess of $25,000,000 shall be rendered against the Guarantor, any Subsidiary or any combination thereof and the same shall remain undischarged for a period of 30 consecutive days during which execution shall not be effectively stayed, or any action shall be legally taken by a judgment creditor to attach or levy upon any assets of the Guarantor or any Subsidiary to enforce any such judgment;

(l)an ERISA Event shall have occurred that, in the opinion of the Required Lenders, when taken together with all other ERISA Events that have occurred, could reasonably be expected to result in liability of the Guarantor and its Subsidiaries in an aggregate amount which could reasonably be expected to have a Material Adverse Effect;

(m)a Change in Control shall occur;

(n)the Guaranty or any provisions thereof shall cease to be in full force or effect as to the Guarantor, or the Borrower, the Guarantor or any Person acting for or on behalf of the Borrower or the Guarantor shall deny or disaffirm the Borrower’s or the Guarantor’s obligations under the Guaranty;

(o)any governmental authority revokes or fails to renew any material license, permit or franchise of any Principal Insurance Subsidiary, or any Principal Insurance Subsidiary for any reason loses any material license, permit or franchise, or any Principal Insurance Subsidiary suffers the imposition of any restraining order, escrow, suspension or impound of funds in connection with any proceeding (judicial or administrative) with respect to any material license, permit or franchise, which could reasonably be expected to result in losses or liability of any of the Principal Insurance Subsidiaries, individually or in the aggregate, in excess of $10,000,000 and such event shall continue unremedied for a period of five (5) Business Days ; or

(p)any Insurance Subsidiary shall become subject to any conservation, rehabilitation or liquidation order, directive or mandate issued by any Governmental Authority or any Insurance Subsidiary shall become subject to any other directive or mandate issued by any Governmental Authority which could reasonably be expected to have a Material Adverse Effect and which is not stayed within ten (10) days;

then, and in every such event (other than an event with respect to the Borrower described in clause (h) or (i) of this Article), and at any time thereafter during the continuance of such event, the Administrative Agent may, and at the request of the Required Lenders shall, by notice to the Borrower, take either or both of the following actions, at the same or different times:  (i) terminate the Commitments, and thereupon the Commitments shall terminate immediately, and (ii) declare the Loans then outstanding to be due and payable in whole (or in part, in which case any principal not so declared to be due and payable may thereafter be declared to be due and payable), and thereupon the principal of the Loans so declared to be due and payable, together with accrued interest thereon and all fees and other obligations of the Borro wer accrued hereunder, shall become due and payable immediately, without presentment, demand, protest or other notice of any kind, all of which are hereby waived by the Borrower; and in case of any

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event with respect to the Borrower described in clause (h) or (i) of this Article, the Commitments shall automatically terminate and the principal of the Loans then outstanding, together with accrued interest thereon and all fees and other obligations of the Borrower accrued hereunder, shall automatically become due and payable, without presentment, demand, protest or other notice of any kind, all of which are hereby waived by the Borrower.

ARTICLE VIII

The Administrative Agent

Each of the Lenders hereby irrevocably appoints the Administrative Agent as its agent and authorizes the Administrative Agent to take such actions on its behalf and to exercise such powers as are delegated to the Administrative Agent by the terms hereof, together with such actions and powers as are reasonably incidental thereto.

The bank serving as the Administrative Agent hereunder shall have the same rights and powers in its capacity as a Lender as any other Lender and may exercise the same as though it were not the Administrative Agent, and such bank and its Affiliates may accept deposits from, lend money to and generally engage in any kind of business with the Guarantor or any Subsidiary or other Affiliate thereof as if it were not the Administrative Agent hereunder.

The Administrative Agent shall not have any duties or obligations except those expressly set forth herein.  Without limiting the generality of the foregoing, (a) the Administrative Agent shall not be subject to any fiduciary or other implied duties, regardless of whether a Default has occurred and is continuing, (b) the Administrative Agent shall not have any duty to take any discretionary action or exercise any discretionary powers, except discretionary rights and powers expressly contemplated hereby that the Administrative Agent is required to exercise in writing as directed by the Required Lenders (or such other number or percentage of the Lenders as shall be necessary under the circumstances as provided in Section 9.02), and (c) except as expressly set forth herein, the Administrative Agent shall not have any duty to dis close, and shall not be liable for the failure to disclose, any information relating to the Guarantor or any of its Subsidiaries that is communicated to or obtained by the bank serving as Administrative Agent or any of its Affiliates in any capacity.  The Administrative Agent shall not be liable for any action taken or not taken by it with the consent or at the request of the Required Lenders (or such other number or percentage of the Lenders as shall be necessary under the circumstances as provided in Section 9.02) or in the absence of its own gross negligence or willful misconduct.  The Administrative Agent shall be deemed not to have knowledge of any Default unless and until written notice thereof is given to the Administrative Agent by the Borrower or a Lender, and the Administrative Agent shall not be responsible for or have any duty to ascertain or inquire into (i) any statement, warranty or representation made in or in connection with this Agreement, (ii) the contents of any certif icate, report or other document delivered hereunder or in connection herewith, (iii) the performance or observance of any of the covenants, agreements or other terms or conditions set forth herein, (iv) the validity, enforceability, effectiveness or genuineness of this Agreement or any other agreement, instrument or document, or (v) the satisfaction of any condition set forth in Article IV or elsewhere herein, other than to confirm receipt of items expressly required to be delivered to the Administrative Agent.

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The Administrative Agent shall be entitled to rely upon, and shall not incur any liability for relying upon, any notice, request, certificate, consent, statement, instrument, document or other writing believed by it to be genuine and to have been signed or sent by the proper Person.  The Administrative Agent also may rely upon any statement made to it orally or by telephone and believed by it to be made by the proper Person, and shall not incur any liability for relying thereon.  The Administrative Agent may consult with legal counsel (who may be counsel for the Borrower), independent accountants and other experts selected by it, and shall not be liable for any action taken or not taken by it in accordance with the advice of any such counsel, accountants or experts.

The Administrative Agent may perform any and all its duties and exercise its rights and powers by or through any one or more sub-agents appointed by the Administrative Agent.  The Administrative Agent and any such sub-agent may perform any and all its duties and exercise its rights and powers through their respective Related Parties.  The exculpatory provisions of the preceding paragraphs shall apply to any such sub-agent and to the Related Parties of the Administrative Agent and any such sub-agent, and shall apply to their respective activities in connection with the syndication of the credit facilities provided for herein as well as activities as Administrative Agent.

Subject to the appointment and acceptance of a successor Administrative Agent as provided in this paragraph, the Administrative Agent may resign at any time by notifying the Lenders and the Borrower.  Upon any such resignation, the Required Lenders shall have the right, in consultation with the Borrower, to appoint a successor (excluding, for such determination, the Administrative Agent and its Affiliates and their Revolving Credit Exposure, if and to the extent that immediately following such resignation, no such person shall be a Lender hereunder).  If no successor shall have been so appointed by the Required Lenders and shall have accepted such appointment within 30 days after the retiring Administrative Agent gives notice of its resignation, then the retiring Administrative Agent may, on behalf of the Lenders, appoint a successor Administrative Agent which shall be a bank with an office in New York, New York, or an Affiliate of any such bank.  Upon the acceptance of its appointment as Administrative Agent hereunder by a successor, such successor shall succeed to and become vested with all the rights, powers, privileges and duties of the retiring Administrative Agent, and the retiring Administrative Agent shall be discharged from its duties and obligations hereunder.  The fees payable by the Borrower to a successor Administrative Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Borrower and such successor.  After the Administrative Agent’s resignation hereunder, the provisions of this Article and Section 9.03 shall continue in effect for the benefit of such retiring Administrative Agent, its sub agents and their respective Related Parties in respect of any actions taken or omitted to be taken by any of them while it was acting as Adm inistrative Agent.

Each Lender acknowledges that it has, independently and without reliance upon the Administrative Agent or any other Lender and based on such documents and information as it has deemed appropriate, made its own credit analysis and decision to enter into this Agreement.  Each Lender also acknowledges that it will, independently and without reliance upon the Administrative Agent or any other Lender and based on such documents and

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information as it shall from time to time deem appropriate, continue to make its own decisions in taking or not taking action under or based upon this Agreement, any related agreement or any document furnished hereunder or thereunder.

No Lender identified in this Agreement as a “Syndication Agent” or a “Documentation Agent” shall have any right, power, obligation, liability, responsibility or duty under this Agreement other than those applicable to all Lenders as such.  Without limiting the foregoing, none of such Lenders shall have or be deemed to have a fiduciary relationship with any Lender.  Each Lender hereby makes the same acknowledgments with respect to such Lenders as it makes with respect to the Agent in the preceding paragraph.

ARTICLE IX

Miscellaneous

SECTION 9.01.Notices.  (a) Except in the case of notices and other communications expressly permitted to be given by telephone (and subject to paragraph (b) below), all notices and other communications provided for herein shall be in writing and shall be delivered by hand or overnight courier service, mailed by certified or registered mail or sent by telecopy, as follows:

(i)if to the Borrower or the Guarantor, to it at 307 North Michigan Avenue, Chicago, Illinois  60601, Attention of Treasurer (Telecopy No. (312)762-4975);

(ii)if to the Administrative Agent, to JPMorgan Chase Bank, National Association, Loan and Agency Services Group, 10 South Dearborn Street, Floor 7, Mail Code IL1-0010 Chicago, Illinois 60603, Attention of Hiral Patel (Telecopy No. (312) 385-7096), with a copy to JPMorgan Chase Bank, National Association, 10 South Dearborn Street, Chicago, Illinois 60603, Attention of Thomas A. Kiepura (Telecopy No. (312) 325-3190); and

(iii)if to any other Lender, to it at its address (or telecopy number) set forth in its Administrative Questionnaire.

(b)Notices and other communications to the Lenders hereunder may be delivered or furnished by electronic communications pursuant to procedures approved by the Administrative Agent; provided that the foregoing shall not apply to notices pursuant to Article II unless otherwise agreed by the Administrative Agent and the applicable Lender.  The Administrative Agent or the Borrower or the Guarantor may, in its discretion, agree to accept notices and other communications to it hereunder by electronic communications pursuant to procedures approved by it; provided that approval of such procedures may be limited to particular notices or communications.

(c)Any party hereto may change its address or telecopy number for notices and other communications hereunder by notice to the other parties hereto.  All notices and other communications given to any party hereto in accordance with the provisions of this Agreement shall be deemed to have been given on the date of receipt.

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SECTION 9.02.Waivers; Amendments.  (a) No failure or delay by the Administrative Agent or any Lender in exercising any right or power hereunder shall operate as a waiver thereof, nor shall any single or partial exercise of any such right or power, or any abandonment or discontinuance of steps to enforce such a right or power, preclude any other or further exercise thereof or the exercise of any other right or power.  The rights and remedies of the Administrative Agent and the Lenders hereunder are cumulative and are not exclusive of any rights or remedies that they would otherwise have.  No waiver of any provision of this Agreement or cons ent to any departure by the Borrower or the Guarantor therefrom shall in any event be effective unless the same shall be permitted by paragraph (b) of this Section, and then such waiver or consent shall be effective only in the specific instance and for the purpose for which given.  Without limiting the generality of the foregoing, the making of a Loan shall not be construed as a waiver of any Default, regardless of whether the Administrative Agent or any Lender may have had notice or knowledge of such Default at the time.

(b)Neither this Agreement nor any provision hereof may be waived, amended or modified except pursuant to an agreement or agreements in writing entered into by the Borrower, the Guarantor and the Required Lenders or by the Borrower, the Guarantor and the Administrative Agent with the consent of the Required Lenders; provided that no such agreement shall (i) increase the Commitment of any Lender without the written consent of such Lender, (ii) reduce the principal amount of any Loan or reduce the rate of interest thereon, or reduce any fees payable hereunder, without the written consent of each Lender affected thereby, (iii) postpone the scheduled date of payment of the principal amount of any Loan, or any interest thereon, or any fees payable hereunder, or reduce the amount of, waive or excuse any such payment, or postpone the scheduled date of expiration of any Commitment, without the written consent of each Lender affected thereby, (iv) change Section 2.15(b) or (c), in a manner that would alter the pro rata sharing of payments required thereby, or 2.17, without the written consent of each Lender, (v) change any of the provisions of this Section or the definition of “Required Lenders” or any other provision hereof specifying the number or percentage of Lenders required to waive, amend or modify any rights hereunder or make any determination or grant any consent hereunder, without the written consent of each Lender, or (vi) release the Guaranty without the written consent of each Lender; provided further that no such agreement shall amend, modify or otherwise affect the rights or duties of the Administrative Agent or change Section 2.17 without the prior writt en consent of the Administrative Agent.

SECTION 9.03.Expenses; Indemnity; Damage Waiver.  (a) The Borrower shall pay (i) all reasonable out of pocket expenses incurred by the Administrative Agent and its Affiliates, including the reasonable fees, charges and disbursements of counsel for the Administrative Agent, in connection with the syndication of the credit facilities provided for herein, the preparation and administration of this Agreement or any amendments, modifications or waivers of the provisions hereof (whether or not the transactions contemplated hereby or thereby shall be consummated) and (ii) all out-of-pocket expenses incurred by the Administrative Agent or any Lender, including the fe es, charges and disbursements of any counsel for the Administrative Agent or any Lender, in connection with the enforcement or protection of its rights in connection with this Agreement, including its rights under this Section, or in connection

50

with the Loans made hereunder, including all such out-of pocket expenses incurred during any workout, restructuring or negotiations in respect of such Loans.

(b)The Borrower shall indemnify the Administrative Agent and each Lender, and each Related Party of any of the foregoing Persons (each such Person being called an “Indemnitee”) against, and hold each Indemnitee harmless from, any and all losses, claims, damages, liabilities and related expenses, including the fees, charges and disbursements of any counsel for any Indemnitee, incurred by or asserted against any Indemnitee arising out of, in connection with, or as a result of (i) the execution or delivery of this Agreement or any agreement or instrument contemplated hereby, the performance by the parties hereto of their respective obligations hereunder or the consummation of the Transactions or any other transactions contemplated hereby, (ii) any Loan or the use of the proceeds therefrom, (iii) any actual or alleged presence or release of Hazardous Materials on or from any property owned or operated by the Guarantor or any of its Subsidiaries, or any Environmental Liability related in any way to the Guarantor or any of its Subsidiaries, or (iv) any actual or prospective claim, litigation, investigation or proceeding relating to any of the foregoing, whether based on contract, tort or any other theory and regardless of whether any Indemnitee is a party thereto; provided that such indemnity shall not, as to any Indemnitee, be available to the extent that such losses, claims, damages, liabilities or related expenses are determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted from the gross negligence or willful misconduct of such Indemnitee.

(c)To the extent that the Borrower fails to pay any amount required to be paid by it to the Administrative Agent under paragraph (a) or (b) of this Section, each Lender severally agrees to pay to the Administrative Agent such Lender’s Applicable Percentage (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought) of such unpaid amount; provided that the unreimbursed expense or indemnified loss, claim, damage, liability or related expense, as the case may be, was incurred by or asserted against the Administrative Agent in its capacity as such.

(d)To the extent permitted by applicable law, the Borrower shall not assert, and hereby waives, any claim against any Indemnitee, on any theory of liability, for special, indirect, consequential or punitive damages (as opposed to direct or actual damages) arising out of, in connection with, or as a result of, this Agreement or any agreement or instrument contemplated hereby, the Transactions, any Loan or the use of the proceeds thereof.

(e)All amounts due under this Section shall be payable promptly after written demand therefor.

SECTION 9.04.Successors and Assigns.  (a) The provisions of this Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns permitted hereby except that (i) neither the Borrower nor the Guarantor may assign or otherwise transfer any of its rights or obligations hereunder without the prior written consent of each Lender (and any attempted assignment or transfer by the Borrower or the Guarantor without such consent shall be null and void) and (ii) no Lender may assign or otherwise transfer its rights or obligations hereunder except in accordance with this Section.  Nothing in this Agreeme nt, expressed or implied, shall be construed to confer upon any Person (other than the parties hereto, their respective successors and assigns permitted hereby, Participants (to the

51

extent provided in paragraph (c) of this Section) and, to the extent expressly contemplated hereby, the Related Parties of each of the Administrative Agent and the Lenders) any legal or equitable right, remedy or claim under or by reason of this Agreement.

(b)(i) Subject to the conditions set forth in paragraph (b)(ii) below, any Lender may assign to one or more assignees all or a portion of its rights and obligations under this Agreement (including all or a portion of its Commitment and the Loans at the time owing to it) with the prior written consent (such consent not to be unreasonably withheld) of:

(A)the Borrower, provided that no consent of the Borrower shall be required for an assignment to a Lender, an Affiliate of a Lender, an Approved Fund or, if an Event of Default has occurred and is continuing, any other assignee; and

(B)the Administrative Agent, provided that no consent of the Administrative Agent shall be required for an assignment of any Commitment to an assignee that is a Lender with a Commitment immediately prior to giving effect to such assignment.

(ii)Assignments shall be subject to the following additional conditions:

(A)except in the case of an assignment to a Lender or an Affiliate of a Lender or an assignment of the entire remaining amount of the assigning Lender’s Commitment or Loans, the amount of the Commitment or Loans of the assigning Lender subject to each such assignment (determined as of the date the Assignment and Assumption with respect to such assignment is delivered to the Administrative Agent) shall not be less than $5,000,000 unless each of the Borrower and the Administrative Agent otherwise consent, provided that no such consent of the Borrower shall be required if an Event of Default has occurred and is continuing;

(B)each partial assignment shall be made as an assignment of a proportionate part of all the assigning Lender’s rights and obligations under this Agreement;

(C)the parties to each assignment shall execute and deliver to the Administrative Agent an Assignment and Assumption, together with a processing and recordation fee of $3,500 (excluding, for such fee purposes, assignments as a result of an increase in the aggregate Commitment pursuant to Section 2.06(d) or a request by the Borrower pursuant to Section 2.16); and

(D)the assignee, if it shall not be a Lender, shall deliver to the Administrative Agent an Administrative Questionnaire in which the assignee designates one or more credit contacts to whom all syndicate-level information (which may contain material non-public information about the Guarantor and its affiliates and their related parties or their respective securities) will be made available and who may receive such information in accordance with the assignee’scompliance procedures and applicable laws, including Federal and state securities laws.

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For the purposes of this Section 9.04(b), the term “Approved Fund” has the following meaning:

“Approved Fund” means any Person (other than a natural person) that is engaged in making, purchasing, holding or investing in bank loans and similar extensions of credit in the ordinary course of its business and that is administered or managed by (a) a Lender, (b) an Affiliate of a Lender or (c) an entity or an Affiliate of an entity that administers or manages a Lender.

(iii)Subject to acceptance and recording thereof pursuant to paragraph (b)(iv) of this Section, from and after the effective date specified in each Assignment and Assumption the assignee thereunder shall be a party hereto and, to the extent of the interest assigned by such Assignment and Assumption, have the rights and obligations of a Lender under this Agreement, and the assigning Lender thereunder shall, to the extent of the interest assigned by such Assignment and Assumption, be released from its obligations under this Agreement (and, in the case of an Assignment and Assumption covering all of the assigning Lender’s rights and obligations under this Agreement, such Lender shall cease to be a party hereto but shall continue to be entitled to the benefits of Sections 2.12, 2.13, 2.14 and 9.03).  Any assignment or transfer by a Lender of rights or obligations under this Agreement that does not comply with this Section 9.04 shall be treated for purposes of this Agreement as a sale by such Lender of a participation in such rights and obligations in accordance with paragraph (c) of this Section.

(iv)The Administrative Agent, acting for this purpose as an agent of the Borrower, shall maintain at one of its offices a copy of each Assignment and Assumption delivered to it and a register for the recordation of the names and addresses of the Lenders, and the Commitment of, and principal amount of the Loans owing to, each Lender pursuant to the terms hereof from time to time (the “Register”).  The entries in the Register shall be conclusive, and the Borrower, the Administrative Agent and the Lenders may treat each Person whose name is recorded in the Register pursuant to the terms hereof as a Lender hereunder for all purposes of this Agreement , notwithstanding notice to the contrary.  The Register shall be available for inspection by the Borrower and any Lender, at any reasonable time and from time to time upon reasonable prior notice.

(v)Upon its receipt of a duly completed Assignment and Assumption executed by an assigning Lender and an assignee, the assignee’s completed Administrative Questionnaire (unless the assignee shall already be a Lender hereunder), the processing and recordation fee referred to in paragraph (b) of this Section and any written consent to such assignment required by paragraph (b) of this Section, the Administrative Agent shall accept such Assignment and Assumption and record the information contained therein in the Register; provided that if either the assigning Lender or the assignee shall have failed to make any payment required to be made by it pursuant to Section 2.04(b), 2.15(d) or 9.03(c), the Administrative Agent shall have no obligation to accept such Assignment and Assumption and record the information therein in the Register unless and until such payment shall have been made in full, together with all accrued interest thereon.  No assignment shall be effective for purposes of this Agreement unless it has been recorded in the Register as provided in this paragraph.

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(c)(i) Any Lender may, without the consent of the Borrower or the Administrative Agent, sell participations to one or more banks or other entities (a “Participant”) in all or a portion of such Lender’s rights and obligations under this Agreement (including all or a portion of its Commitment and the Loans owing to it); provided that (A) such Lender’s obligations under this Agreement shall remain unchanged, (B) such Lender shall remain solely responsible to the other parties hereto for the performance of such obligations and (C) the Borrower, the Administrative Agent and the other L enders shall continue to deal solely and directly with such Lender in connection with such Lender’s rights and obligations under this Agreement.  Any agreement or instrument pursuant to which a Lender sells such a participation shall provide that such Lender shall retain the sole right to enforce this Agreement and to approve any amendment, modification or waiver of any provision of this Agreement; provided that such agreement or instrument may provide that such Lender will not, without the consent of the Participant, agree to any amendment, modification or waiver described in the first proviso to Section 9.02(b) that affects such Participant.  Subject to paragraph (c)(ii) of this Section, the Borrower agrees that each Participant shall be entitled to the benefits of Sections 2.12, 2.13 and 2.14 to the same extent as if it were a Lender and had acquired its interest by assignment pursuant to paragraph (b) of this Secti on.  To the extent permitted by law, each Participant also shall be entitled to the benefits of Section 9.08 as though it were a Lender, provided such Participant agrees to be subject to Section 2.12(c) as though it were a Lender.

(ii)           A Participant shall not be entitled to receive any greater payment under Section 2.12 or 2.14 than the applicable Lender would have been entitled to receive with respect to the participation sold to such Participant, unless the sale of the participation to such Participant is made with the Borrower’s prior written consent.  A Participant that would be a Foreign Lender if it were a Lender shall not be entitled to the benefits of Section 2.14 unless the Borrower is notified of the participation sold to such Participant and such Participant agrees, for the benefit of the Borrower, to comply with Section 2.14(e) as though it were a Lender.

(d)Any Lender may at any time pledge or assign a security interest in all or any portion of its rights under this Agreement to secure obligations of such Lender, including without limitation any pledge or assignment to secure obligations to a Federal Reserve Bank, and this Section shall not apply to any such pledge or assignment of a security interest; provided that no such pledge or assignment of a security interest shall release a Lender from any of its obligations hereunder or substitute any such pledgee or assignee for such Lender as a party hereto.

SECTION 9.05.Survival.  All covenants, agreements, representations and warranties made by the Borrower and the Guarantor herein and in the certificates or other instruments  delivered in connection with or pursuant to this Agreement shall be considered to have been relied upon by the other parties hereto and shall survive the execution and delivery of this Agreement and the making of any Loans, regardless of any investigation made by any such other party or on its behalf and notwithstanding that the Administrative Agent or any Lender may have had notice or knowledge of any Default or incorrect representation or warranty at the time any credit is ext ended hereunder, and shall continue in full force and effect as long as the

54

principal of or any accrued interest on any Loan or any fee or any other amount payable under this Agreement is outstanding and unpaid and so long as the Commitments have not expired or terminated.  The provisions of Sections 2.12, 2.13, 2.14 and 9.03 and Article VIII shall survive and remain in full force and effect regardless of the consummation of the transactions contemplated hereby, the repayment of the Loans, the expiration or termination of the Commitments or the termination of this Agreement or any provision hereof.

SECTION 9.06.Counterparts; Integration; Effectiveness.  This Agreement may be executed in counterparts (and by different parties hereto on different counterparts), each of which shall constitute an original, but all of which when taken together shall constitute a single contract.  This Agreement and any separate letter agreements with respect to fees payable to the Administrative Agent constitute the entire contract among the parties relating to the subject matter hereof and supersede any and all previous agreements and understandings, oral or written, relating to the subject matter hereof.  Except as provided in Section 4.01, this Agreeme nt shall become effective when it shall have been executed by the Administrative Agent and when the Administrative Agent shall have received counterparts hereof which, when taken together, bear the signatures of each of the other parties hereto, and thereafter shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns.  Delivery of an executed counterpart of a signature page of this Agreement by telecopy shall be effective as delivery of a manually executed counterpart of this Agreement.

SECTION 9.07.Severability.  Any provision of this Agreement held to be invalid, illegal or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such invalidity, illegality or unenforceability without affecting the validity, legality and enforceability of the remaining provisions hereof; and the invalidity of a particular provision in a particular jurisdiction shall not invalidate such provision in any other jurisdiction.

SECTION 9.08.Right of Setoff.  If an Event of Default shall have occurred and be continuing, each Lender and each of its Affiliates is hereby authorized at any time and from time to time, to the fullest extent permitted by law, to set off and apply any and all deposits (general or special, time or demand, provisional or final) at any time held and other obligations at any time owing by such Lender or Affiliate to or for the credit or the account of the Guarantor or  the Borrower against any of and all the obligations of the Guarantor or the Borrower now or hereafter existing under this Agreement held by such Lender, irrespective of whether or not su ch Lender shall have made any demand under this Agreement and although such obligations may be unmatured.  The rights of each Lender under this Section are in addition to other rights and remedies (including other rights of setoff) which such Lender may have.

SECTION 9.09.Governing Law; Jurisdiction; Consent to Service of Process.  (a) This Agreement shall be construed in accordance with and governed by the law of the State of New York.

(b)Each of the Borrower and the Guarantor hereby irrevocably and unconditionally submits, for itself and its property, to the nonexclusive jurisdiction of the Supreme Court of the State of New York sitting in New York County and of the United States District Court of the Southern District of New York, and any appellate court from any thereof, in any action or proceeding arising out of or relating to this Agreement, or for recognition or

55

enforcement of any judgment, and each of the parties hereto hereby irrevocably and unconditionally agrees that all claims in respect of any such action or proceeding may be heard and determined in such New York State or, to the extent permitted by law, in such Federal court.  Each of the parties hereto agrees that a final judgment in any such action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law.  Nothing in this Agreement shall affect any right that the Administrative Agent or any Lender may otherwise have to bring any action or proceeding relating to this Agreement against the Borrower or the Guarantor or its properties in the courts of any jurisdiction.

(c)Each of the Borrower and the Guarantor hereby irrevocably and unconditionally waives, to the fullest extent it may legally and effectively do so, any objection which it may now or hereafter have to the laying of venue of any suit, action or proceeding arising out of or relating to this Agreement in any court referred to in paragraph (b) of this Section.  Each of the parties hereto hereby irrevocably waives, to the fullest extent permitted by law, the defense of an inconvenient forum to the maintenance of such action or proceeding in any such court.

(d)Each party to this Agreement irrevocably consents to service of process in the manner provided for notices in Section 9.01.  Nothing in this Agreement will affect the right of any party to this Agreement to serve process in any other manner permitted by law.

SECTION 9.10.WAIVER OF JURY TRIAL.  EACH PARTY HERETO HEREBY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN ANY LEGAL PROCEEDING DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY (WHETHER BASED ON CONTRACT, TORT OR ANY OTHER THEORY).  EACH PARTY HERETO (A) CERTIFIES THAT NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER AND (B) ACKNOWLEDGES THAT IT AND THE OTHER PARTIES HERETO HAVE BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION.

SECTION 9.11.Headings.  Article and Section headings and the Table of Contents used herein are for convenience of reference only, are not part of this Agreement and shall not affect the construction of, or be taken into consideration in interpreting, this Agreement.

SECTION 9.12.Confidentiality.  Each of the Administrative Agent and the Lenders agrees to maintain the confidentiality of the Information (as defined below), except that Information may be disclosed (a) to its Affiliates and its and its Affiliates’ directors, officers, employees and agents, including accountants, legal counsel and other advisors (it being understood that the Persons to whom such disclosure is made will be informed of the confidential nature of such Information and instructed to keep such Information confidential), (b) to the extent requested by any regulatory authority, (c) to the extent required by applicable laws or regulations or by any subpoena or similar legal process, (d) to any other party to this

56

Agreement, (e) in connection with the exercise of any remedies hereunder or any suit, action or proceeding relating to this Agreement or the enforcement of rights hereunder, (f) subject to an agreement containing provisions substantially the same as those of this Section, to (i) any assignee of or Participant in, or any prospective assignee of or Participant in, any of its rights or obligations under this Agreement or (ii) any actual or prospective counterparty (or its advisors) to any swap or derivative transaction relating to the Borrower and its obligations, (g) with the consent of the Borrower or (h) to the extent such Information (i) becomes publicly available other than as a result of a breach of this Section or (ii) becomes available to the Administrative Agent or any Lender on a non-confidential basis from a source other than t he Borrower or the Guarantor.  For the purposes of this Section, “Information” means all information received from the Borrower and the Guarantor relating to the Borrower or the Guarantor or its business, other than any such information that is available to the Administrative Agent or any Lender on a non-confidential basis prior to disclosure by the Borrower or the Guarantor; provided that, in the case of information received from the Borrower or the Guarantor after the date hereof, such information is clearly identified at the time of delivery as confidential.  Any Person required to maintain the confidentiality of Information as provided in this Section shall be considered to have complied with its obligation to do so if such Person has exercised the same degree of care to maintain the confidentiality of such Information as such Person would accor d to its own confidential information.

EACH LENDER ACKNOWLEDGES THAT INFORMATION AS DEFINED IN THIS SECTION 9.12 FURNISHED TO IT PURSUANT TO THIS AGREEMENT MAY INCLUDE MATERIAL NON-PUBLIC INFORMATION CONCERNING THE GUARANTOR AND  ITS RELATED PARTIES OR THEIR RESPECTIVE SECURITIES, AND CONFIRMS THAT IT HAS DEVELOPED COMPLIANCE PROCEDURES REGARDING THE USE OF MATERIAL NON-PUBLIC INFORMATION AND THAT IT WILL HANDLE SUCH MATERIAL NON-PUBLIC INFORMATION IN ACCORDANCE WITH THOSE PROCEDURES AND APPLICABLE LAW, INCLUDING FEDERAL AND STATE SECURITIES LAWS.

ALL INFORMATION, INCLUDING REQUESTS FOR WAIVERS AND AMENDMENTS, FURNISHED BY THE BORROWER OR THE GUARANTOR OR THE ADMINISTRATIVE AGENT PURSUANT TO, OR IN THE COURSE OF ADMINISTERING, THIS AGREEMENT WILL BE SYNDICATE-LEVEL INFORMATION, WHICH MAY CONTAIN MATERIAL NON-PUBLIC INFORMATION ABOUT THE GUARANTOR AND ITS AFFILIATES AND THEIR RELATED PARTIES OR THEIR RESPECTIVE SECURITIES.  ACCORDINGLY, EACH LENDER REPRESENTS TO THE BORROWER, THE GUARANTOR AND THE ADMINISTRATIVE AGENT THAT IT HAS IDENTIFIED IN ITS ADMINISTRATIVE QUESTIONNAIRE A CREDIT CONTACT WHO MAY RECEIVE INFORMATION THAT MAY CONTAIN MATERIAL NON-PUBLIC INFORMATION IN ACCORDANCE WITH ITS COMPLIANCE PROCEDURES AND APPLICABLE LAW.

SECTION 9.13.Interest Rate Limitation.  Notwithstanding anything herein to the contrary, if at any time the interest rate applicable to any Loan, together with all fees, charges and other amounts which are treated as interest on such Loan under applicable law (collectively the “Charges”), shall exceed the maximum lawful rate (the “Maximum Rate”) which may be

57

contracted for, charged, taken, received or reserved by the Lender holding such Loan in accordance with applicable law, the rate of interest payable in respect of such Loan hereunder, together with all Charges payable in respect thereof, shall be limited to the Maximum Rate and, to the extent lawful, the interest and Charges that would have been payable in respect of such Loan but were not payable as a result of the operation of this Section shall be cumulated and the interest and Charges payable to such Lender in respect of other Loans or periods shall be increased (but not above the Maximum Rate therefor) until such cumulated amount, together with interest thereon at the Federal Funds Effective Rate to the date of repayment, shall have been received by such Lender.

SECTION 9.14.USA PATRIOT Act.  Each Lender that is subject to the requirements of the USA Patriot Act (Title III of Pub. L. 107-56 (signed into law October 26, 2001)) (the “Act”) hereby notifies the Borrower and the Guarantor that pursuant to the requirements of the Act, it is required to obtain, verify and record information that identifies the Borrower and the Guarantor, which information includes the name and address of the Borrower and the Guarantor and other information that will allow such Lender to identify the Borrower and the Guarantor in accordance with the Act.

[signature pages follow]

58

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed by their respective authorized officers as of the day and year first above written.

OLD REPUBLIC CAPITAL CORPORATION, as

Borrower

By

Name:

Title:

OLD REPUBLIC INTERNATIONAL

CORPORATION, as Guarantor

By

Name:

Title:

Signature Page to Credit Agreement

JPMORGAN CHASE BANK, NATIONAL

ASSOCIATION, individually and as

Administrative Agent

By

Name:

Title:

Signature Page to Credit Agreement

THE NORTHERN TRUST COMPANY

By

Name:

Title:

Signature Page to Credit Agreement

KEYBANK NATIONAL ASSOCIATION

By

Name:

Title:

Signature Page to Credit Agreement

U.S. BANK NATIONAL ASSOCIATION

By

Name:

Title:

Signature Page to Credit Agreement

BANK OF AMERICA, N.A.

By

Name:

Title:

Signature Page to Credit Agreement

REGIONS BANK

By

Name:

Title:

Signature Page to Credit Agreement

ASSOCIATED BANK, NA

By

Name:

Title:

Signature Page to Credit Agreement

CITY NATIONAL BANK

By

Name:

Title:

Signature Page to Credit Agreement

                                                                           Schedule 2.01

Commitments

JPMorgan Chase Bank, National Association	$25,000,000.00
The Northern Trust Company	$25,000,000.00
KeyBank National Association	$20,000,000.00
U.S. Bank National Association	$20,000,000.00
Bank of America, N.A.	$15,000,000.00
Regions Bank	$15,000,000.00
Associated Bank, NA	$15,000,000.00
City National Bank	$15,000,000.00
TOTAL	$150,000,000

EXHIBIT A

ASSIGNMENT AND ASSUMPTION

This Assignment and Assumption (the “Assignment and Assumption”) is dated as of the Effective Date set forth below and is entered into by and between [Insert name of Assignor] (the “Assignor”) and [Insert name of Assignee] (the “Assignee”).  Capitalized terms used but not defined herein shall have the meanings given to them in the Credit Agreement identified below  (as amended, the “Credit Agreement”) , receipt of a copy of which is hereby acknowledged by the Assignee.  The Standard Terms and Conditions set forth in Annex 1 attached hereto are hereby agreed to and incorporated herein by reference and made a part of this Assignment and Assumption as if set forth herein in full.

For an agreed consideration, the Assignor hereby irrevocably sells and assigns to the Assignee, and the Assignee hereby irrevocably purchases and assumes from the Assignor, subject to and in accordance with the Standard Terms and Conditions and the Credit Agreement, as of the Effective Date inserted by the Administrative Agent as contemplated below (i) all of the Assignor's rights and obligations in its capacity as a Lender under the Credit Agreement and any other documents or instruments delivered pursuant thereto to the extent related to the amount and percentage interest identified below of all of such outstanding rights and obligations of the Assignor under the respective facilities identified below (including any letters of credit, guarantees, and swingline loans included in such facilities) and (ii) to the extent permitted to be assigned under applicable law, all claims, suits, causes of action and any other right of the Assignor (in its capacity as a Lender) against any Person, whether known or unknown, arising under or in connection with the Credit Agreement, any other documents or instruments delivered pursuant thereto or the loan transactions governed thereby or in any way based on or related to any of the foregoing, including contract claims, tort claims, malpractice claims, statutory claims and all other claims at law or in equity related to the rights and obligations sold and assigned pursuant to clause (i) above (the rights and obligations sold and assigned pursuant to clauses (i) and (ii) above being referred to herein collectively as the “Assigned Interest”).  Such sale and assignment is without recourse to the Assignor and, except as expressly provided in this Assignment and Assumption, without representation or warranty by the Assigno r.

1. Assignor:

2. Assignee:

[and is an Affiliate/Approved Fund of [identify Lender]1]

3. Borrower: Old Republic Capital Corporation

4. Administrative Agent:JPMorgan Chase Bank, National Association, as the administrative agent under the Credit Agreement

5. Credit Agreement: The Credit Agreement dated as of September 2, 2010 among Old Republic Capital Corporation, as Borrower, Old Republic International Corporation, as Guarantor, the Lenders parties thereto, and JPMorgan Chase Bank, National Association, as Administrative Agent.

1 Select as applicable.

1

6. Assigned Interest:

Aggregate Amount of Commitment/Loans for all Lenders	Amount of Commitment/Loans Assigned	Percentage Assigned of Commitment/Loans2
$	$	%
$	$	%
$	$	%

Effective Date:  _____________ ___, 20___ [TO BE INSERTED BY ADMINISTRATIVE AGENT AND WHICH SHALL BE THE EFFECTIVE DATE OF RECORDATION OF TRANSFER IN THE REGISTER THEREFOR.]

The Assignee agrees to deliver to the Administrative Agent a completed Administrative Questionnaire in which the Assignee designates one or more credit contacts to whom all syndicate-level information (which may contain material non-public information about the Borrower, the Guarantor and their related parties or their respective securities) will be made available and who may receive such information in accordance with the Assignee’s compliance procedures and applicable laws, including Federal and state securities laws.

The terms set forth in this Assignment and Assumption are hereby agreed to:

ASSIGNOR

 [NAME OF ASSIGNOR]                                                      

  By:_________________________________

  Title:

ASSIGNEE

 [NAME OF ASSIGNEE]                                                      

  By:_________________________________

  Title:

2 Set forth, to at least 9 decimals, as a percentage of the Commitment/Loans of all Lenders thererunder.

2

[Consented to and]3 Accepted:

JPMorgan Chase Bank, National Association, as

Administrative Agent

By __________________________________________                                                               

Title:

[Consented to:]4

Old Republic Capital Corporation

By  _________________________________________                                                              

Title:

3           To be added only if the consent of the Administrative Agent is required by the terms of the Credit Agreement.

 

4           To be added only if the consent of the Borrower is required by the terms of the Credit Agreement.

3

ANNEX 1

STANDARD TERMS AND CONDITIONS FOR

ASSIGNMENT AND ASSUMPTION

1.           Representations and Warranties.

1.1           Assignor.  The Assignor (a) represents and warrants that (i) it is the legal and beneficial owner of the Assigned Interest, (ii) the Assigned Interest is free and clear of any lien, encumbrance or other adverse claim and (iii) it has full power and authority, and has taken all action necessary, to execute and deliver this Assignment and Assumption and to consummate the transactions contemplated hereby; and (b) assumes no responsibility with respect to (i) any statements, warranties or representations made in or in connection with the Credit Agreement or any other Credit Document, (ii) the execution, legality, validity, enforceability, genuineness, sufficiency or value of the Credit Documents o r any collateral thereunder, (iii) the financial condition of the Borrower, any of its Subsidiaries or Affiliates or any other Person obligated in respect of any Credit Document or (iv) the performance or observance by the Borrower, any of its Subsidiaries or Affiliates or any other Person of any of their respective obligations under any Credit Document.

1.2.           Assignee.  The Assignee (a) represents and warrants that (i) it has full power and authority, and has taken all action necessary, to execute and deliver this Assignment and Assumption and to consummate the transactions contemplated hereby and to become a Lender under the Credit Agreement, (ii) it satisfies the requirements, if any, specified in the Credit Agreement that are required to be satisfied by it in order to acquire the Assigned Interest and become a Lender, (iii) from and after the Effective Date, it shall be bound by the provisions of the Credit Agreement as a Lender thereunder and, to the extent of the Assigned Interest, shall have the obligations of a Lender thereunder, (iv) it ha s received a copy of the Credit Agreement, together with copies of the most recent financial statements delivered pursuant to Section 5.01 thereof, as applicable, and such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into this Assignment and Assumption and to purchase the Assigned Interest on the basis of which it has made such analysis and decision independently and without reliance on the Administrative Agent or any other Lender, and (v) if it is a Foreign Lender, attached to the Assignment and Assumption is any documentation required to be delivered by it pursuant to the terms of the Credit Agreement, duly completed and executed by the Assignee; and (b) agrees that (i) it will, independently and without reliance on the Administrative Agent, the Assignor or any other Lender, and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under the Credit Documents, and (ii) it will perform in accordance with their terms all of the obligations which by the terms of the Credit Documents are required to be performed by it as a Lender.

2.           Payments.  From and after the Effective Date, the Administrative Agent shall make all payments in respect of the Assigned Interest (including payments of principal, interest, fees and other amounts) to the Assignor for amounts which have accrued to but excluding the Effective Date and to the Assignee for amounts which have accrued from and after the Effective Date.

3.           General Provisions.  This Assignment and Assumption shall be binding upon, and inure to the benefit of, the parties hereto and their respective successors and assigns.  This Assignment and Assumption may be executed in any number of counterparts, which together shall constitute one instrument.  Delivery of an executed counterpart of a signature page of this Assignment and Assumption by telecopy shall be effective as delivery of a manually executed counterpart of this Assignment and Assumption.  This Assignment and Assumption shall be governed by, and construed in accordance with, the law of the State of New York.

2

EXHIBIT B

REVOLVING NOTE

$___,000,000                                                                                                              September __, 2010

Old Republic Capital Corporation, a Delaware corporation (the “Borrower”), promises to pay to ___________________ (the “Lender”) the aggregate unpaid principal amount of the Revolving Loans made by the Lender to the Borrower pursuant to Article II of the Agreement (as hereinafter defined), in immediately available funds at the main office of JPMorgan Chase Bank, National Association in New York, New York, as Administrative Agent, together with interest on the unpaid principal amount hereof at the rates and on the dates set forth in the Agreement.  The Borrower shall pay the principal of and accrued and unpaid interest on the Revolving Loans in full on the Maturity Date.

The Lender shall, and is hereby authorized to, record on the schedule attached hereto, or to otherwise record in accordance with its usual practice, the date and amount of each Revolving Loan and the date and amount of each principal payment hereunder.

This Revolving Note is one of the Notes issued pursuant to, and is entitled to the benefits of, the Credit Agreement dated as of September 2, 2010 (which, as it may be amended, restated or modified and in effect from time to time, is herein called the “Agreement”), among the Borrower, Old Republic International Corporation, as Guarantor, the lenders party thereto, including the Lender, and JPMorgan Chase Bank, National Association, as Administrative Agent, to which Agreement reference is hereby made for a statement of the terms and conditions governing this Revolving Note, including the terms and conditions under which this Revolving Note may be prepaid or its maturity date accelerated.  Capitalized terms used herein and not otherwise defined herein are used with the meanings attributed to them in the Agreement.< /font>

This Revolving Note is to be governed by and construed and enforced in accordance with the laws of the State of New York.

[SIGNATURE PAGE FOLLOWS]

IN WITNESS WHEREOF, the undersigned has executed this Revolving Note by its duly authorized officer.

OLD REPUBLIC CAPITAL CORPORATION

By:                                                                

Print Name:                                                                

Title:                                                                

SCHEDULE OF LOANS AND PAYMENTS OF PRINCIPAL

TO

REVOLVING NOTE,

DATED SEPTEMBER 2, 2010

    Date Principal Amount of Loan Maturity of Interest Period Principal Amount Paid   Unpaid Balance

EX-21

		Exhibit (21)
Subsidiaries of the registrant (As of December 31, 2010)
		Percentage
		of Voting
		Securities
		Owned by
	State of	Immediate
Name	Organization	Parent
OLD REPUBLIC INTERNATIONAL CORPORATION	Delaware	---
Old Republic General Insurance Group, Inc.	Delaware	100%
Bitco Corporation	Delaware	100%
Bituminous Casualty Corporation	Illinois	100%
Bituminous Fire and Marine Insurance Company	Illinois	100%
Brummel Brothers, Inc.	Illinois	100%
Chicago Underwriting Group, Inc.	Delaware	100%
Employers General Insurance Group, Inc.	Delaware	100%
National General Agency, Inc.	Texas	100%
International Business & Mercantile Insurance Holdings, Ltd.	Bermuda	100%
Old Republic Construction Program Group, Inc.	Delaware	95%
Old Republic Construction Insurance Agency, Inc.	California	100%
Old Republic Construction  Insurance Agency of New York, Inc.	New York	100%
Old Republic Indemnity, Ltd.	Bermuda	100%
Inter West Assurance, Ltd.	Bermuda	100%
ORI Great West Holding, Inc.	Delaware	100%
Great West Casualty Company	Nebraska	100%
Joe Morton & Sons, Inc.	Nebraska	100%
Old Republic Agribusiness Underwriters, Inc.	Delaware	100%
Old Republic General Insurance Corporation	Illinois	100%
Old Republic Home Protection Company, Inc.	California	100%
Old Republic Home Protection Services, Inc.	Illinois	100%
Old Republic Insurance Company	Pennsylvania	100%
Old Republic Insured Credit Services, Inc.	Delaware	100%
Old Republic Lloyds of Texas	Texas	100%
Old Republic Mercantile Insurance Company	Illinois	100%
Old Republic Risk Management, Inc.	Delaware	100%
Old Republic Security Assurance Company	Arizona	100%
Old Republic Security Holdings, Inc.	Delaware	100%
Old Republic Insured Automotive Services, Inc.	Oklahoma	100%
Minnehoma Automobile Association, Inc.	Florida	100%
Old Republic Surety Group, Inc.	Delaware	100%
Old Republic Surety Company	Wisconsin	100%
Old Republic Union Insurance Company	Illinois	100%
Phoenix Aviation Managers, Inc.	Delaware	100%
PMA Companies, Inc.	Pennsylvania	100%
Pennsylvania Manufacturers Association Insurance Company	Pennsylvania	100%
Pennsylvania Manufacturers Indemnity Company	Pennsylvania	100%
Manufacturers Alliance Insurance Company	Pennsylvania	100%
PMA Holdings, Ltd.	Bermuda	100%
Pennsylvania Manufacturers International Insurance, Ltd.	Bermuda	100%
Mid Atlantic States Investment Company	Delaware	100%
PMA Insurance SPC	Cayman Islands	100%
PMA Management Corporation	Pennsylvania	100%
Midlands Holdings Corporation	Oklahoma	100%
Midlands Management Corporation	Oklahoma	100%
PMA Management Corporation of New England	Connecticut	100%

		Exhibit (21)
Subsidiaries of the registrant (As of December 31, 2010)
		Percentage
		of Voting
		Securities
		Owned by
	State of	Immediate
Name	Organization	Parent
Old Republic General Insurance Group, Inc.(continued)
Reliable Canadian Holdings, Ltd.	Federal (Canada)	100%
D.I.S.C.C. Enterprise, Ltd.	British Columbia (Canada)	100%
Old Republic Canadian Holdings, Ltd.	Federal (Canada)	100%
Reliable Life Insurance Company	Federal (Canada)	100%
Old Republic Insurance Company of Canada	Federal (Canada)	100%
Old Republic Mortgage Guaranty Group, Inc.	Delaware	100%
Republic Mortgage Insurance Company	North Carolina	100%
Group Mortgage Reinsurance Company	Vermont	100%
ORI Mortgage Guaranty Holdings, Inc.	Delaware	100%
Republic Mortgage Insurance Company of Florida	Florida	100%
Republic Mortgage Insurance Company of North Carolina	North Carolina	100%
RMIC Corporation	North Carolina	100%
Old Republic Title Insurance Group, Inc.	Delaware	100%
Old Republic National Title Holding Company	Delaware	100%
American First Title & Trust Company	Oklahoma	100%
American Guaranty Title Insurance Company	Oklahoma	100%
Attorneys’ Title Fund Services, LLC	Florida	50%
Compass Abstract, Inc.	Pennsylvania	100%
eRecording Partners Network, LLC	Minnesota	80%
Genesis Abstract, LLC	Pennsylvania	34%
Kasparnet, Inc.	Ohio	100%
L.T. Service Corporation	New York	100%
Lenders Inspection Company	Oklahoma	80%
Lex Terrae, Ltd.	New York	100%
Lex Terrae National Title Services, Inc.	New Jersey	100%
Old Republic Diversified Services, Inc.	Minnesota	100%
Old Republic Exchange Facilitator Company	California	100%
Old Republic National Title Insurance Company	Minnesota	100%
Mississippi Valley Title Insurance Company	Mississippi	100%
Old Republic Title Company of Conroe	Texas	58%
Old Republic Title Company of Houston	Texas	100%
Old Republic Title Company of Indiana	Indiana	100%
Old Republic Title Company of Kansas City, Inc.	Missouri	100%
Old Republic Title Company of Oklahoma	Oklahoma	100%
Old Republic Title Company of St. Louis, Inc.	Missouri	100%
Old Republic Title Company of Tennessee	Tennessee	100%
Old Republic Title Company of Utah	Utah	100%
RQ Holdings, Inc.	Texas	88%
RamQuest Software, Inc.	Texas	100%
Sentry Abstract Company	Pennsylvania	100%
The Title Company of North Carolina	North Carolina	100%
Troon Management Corporation	Pennsylvania	100%

		Exhibit (21)
Subsidiaries of the registrant (As of December 31, 2010)
		Percentage
		of Voting
		Securities
		Owned by
	State of	Immediate
Name	Organization	Parent
Old Republic Title Insurance Group, Inc.  (continued)	Delaware	100%
Old Republic Title Holding Company, Inc.	California	100%
Mara Escrow Company	California	100%
North State Title Company	California	100%
Old Republic Title and Escrow of Hawaii, Ltd.	Hawaii	100%
Old Republic Title Company	California	100%
Old Republic Title Company of Nevada	Nevada	100%
Old Republic Title Information Concepts	California	100%
Old Republic Title Insurance Agency, Inc.	Arizona	100%
Old Republic Title, Ltd.	Delaware	100%
Old Republic Life Insurance Group, Inc.	Delaware	100%
Old Republic Life Insurance Company	Illinois	100%
Old Republic Financial Investors, Inc.	Delaware	100%
Old Republic National Services Group, Inc.	Illinois	100%
Owns minor subsidiaries & affiliates	Various	100%
American Business & Personal Insurance Mutual, Inc.	Delaware	*
Inter Capital Group, Inc.	Delaware	100%
Inter Capital Company of Chicago	Delaware	100%
Inter Capital Leasing and Finance Corporation	Delaware	100%
Inter Capital Realty Corporation	Delaware	100%
* Owned by its policyholders

EX-23.1

Exhibit 23.1

Consent of Independent Registered Public Accounting Firm

The Board of Directors and Shareholders

Old Republic International Corporation:

We consent to the incorporation by reference in the registration statement (Nos. 33-32439, 2-80883, 33-49646, 33-52069, 333-58248, 333-40536, 333-37210, 333-104279, 333-135088, 333-147801 and 333-170090) on Form S-8 and (Nos. 33-29220 and 33-54104) on Form S-3 of Old Republic International Corporation of our report dated February 28, 2011, with respect to the consolidated  balance sheet of Old Republic International Corporation as of December 31, 2010, and the related consolidated statements of income, comprehensive income, preferred stock and common shareholders’ equity and cash flows for the year ended December 31, 2010, and all related financial statement schedules, and the effectiveness of internal control over financial reporting as of December 31, 2010, which reports appear in the December 31, 2010 annual report on Form 10-K of Old Republic International Corporation.

/s/ KPMG LLP

Chicago, Illinois

February 28, 2011

EX-23.2

Exhibit 23.2

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

We hereby consent to the incorporation by reference in the Registration Statement on Form S-8 (Nos. 33-32439, 2-80883, 33-52069, 333-58248, 333-40536, 33-49646, 333-37210, 333-104279, 333-135088, 333-147801, and 333-170090) and Form S-4 (33-29220 and 33-54104) of Old Republic International Corporation of our reports dated February 26, 2010 relating to the financial statements and financial statement schedules which appear in this Form 10-K.

/s/ PricewaterhouseCoopers LLP

Chicago, Illinois

February 28, 2011

EX-24

                                                                                                                     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, Chief Executive Officer 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 requisi te 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 24th day of February, 2011.

/s/ Harrington Bischof

     Harrington Bischof

WITNESS:

/s/ Karl W. Mueller

/s/ Spencer LeRoy, III

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, Chief Executive Officer 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 requisi te 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 24th day of February, 2011.

/s/ Jimmy A. Dew

     Jimmy A. Dew

WITNESS:

/s/ Karl W. Mueller

/s/ Spencer LeRoy, III

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, Chief Executive Officer 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 requisi te 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 24th day of February, 2011.

/s/ John M. Dixon

     John M. Dixon

WITNESS:

/s/ Karl W. Mueller

/s/ Spencer LeRoy, III

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, Chief Executive Officer 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 requisi te 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 24th day of February, 2011.

/s/ Leo E. Knight, Jr.

     Leo E. Knight, Jr.

WITNESS:

/s/ Karl W. Mueller

/s/ Spencer LeRoy, III

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, Chief Executive Officer 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 requisi te 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 24th day of February, 2011.

/s/ William A. Simpson

     William A. Simpson

WITNESS:

/s/ Karl W. Mueller

/s/ Spencer LeRoy, III

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, Chief Executive Officer 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 requisi te 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 24th day of February, 2011.

/s/ Arnold L. Steiner

     Arnold L. Steiner

WITNESS:

/s/ Karl W. Mueller

/s/ Spencer LeRoy, III

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, Chief Executive Officer of the said corporation, as her true and lawful attorney, for her, and in her 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 requisi te and necessary to be done in and about the premises as fully, to all intents and purposes, as she 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 her hand and seal this 24th day of February, 2011.

/s/ Fredricka Taubitz

     Fredricka Taubitz

WITNESS:

/s/ Karl W. Mueller

/s/ Spencer LeRoy, III

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, Chief Executive Officer 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 requisi te 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 24th day of February, 2011.

/s/ Charles F. Titterton

     Charles F. Titterton

WITNESS:

/s/ Karl W. Mueller

/s/ Spencer LeRoy, III

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, Chief Executive Officer 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 requisi te 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 24th day of February, 2011.

/s/ Dennis P. Van Mieghem

     Dennis P. Van Mieghem

WITNESS:

/s/ Karl W. Mueller

/s/ Spencer LeRoy, III

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, Chief Executive Officer 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 requisi te 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 24th day of February, 2011.

/s/ Steven Walker

     Steven Walker

WITNESS:

/s/ Karl W. Mueller

/s/ Spencer LeRoy, III

EX-31.1

 Exhibit 31.1  Rule 13a-14(a)/15d-14(a) Certifications      

CERTIFICATIONS

I, Aldo C. Zucaro, certify that:

1.   I have reviewed this report on Form 10-K of Old Republic International Corporation (“the registrant”);

2.   Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3.   Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4.   The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f))for the registrant and have:

(a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

(b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

1

(c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

(d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5.   The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

(a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

(b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.

Date:  Feburary 28, 2011

/s/ A. C. Zucaro                                 

A. C. Zucaro,  Chairman

and Chief Executive Officer

 2

EX-31.2

Exhibit 31.2  Rule 13a-14(a)/15d-14(a) Certifications

CERTIFICATIONS

I, Karl W. Mueller, certify that:

1.   I have reviewed this report on Form 10-K of Old Republic International Corporation (“the registrant”);

2.   Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3.   Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4.   The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f))for the registrant and have:

(a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

(b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

1

(c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

(d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5.   The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

(a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

(b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.

Date:  February 28,  2011

 /s/ Karl W. Mueller                                             

     Karl W. Mueller,

     Senior VicePresident,

Chief FinancialOfficer and

Principal Accounting Officer

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EX-32.1

Exhibit 32.2

CERTIFICATION OF PERIODIC REPORT

I, Karl W. Mueller, the Senior Vice President and Chief Financial Officer of Old Republic International Corporation (the “Company”), certify, pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, 18 U.S.C. Section 1350, that:

(1)   the Annual report on Form 10-K of the Company for the fiscal year ended December 31, 2010 (the “Report”) fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934 (15 U.S.C. 78m or 78o(d)); and

(2)   the information contained in the Report fairly presents the financial condition and results of operations of the Company.

Dated:  February 28, 2011

       /s/ Karl W. Mueller                                        

           Karl W. Mueller,

  Senior Vice President,

       Chief Financial Officer and

            Principal Accounting Officer