Item 3.02 Unregistered Sale of Equity Securities

On December 3, 2008 Old Republic International Corporation (ORI) sold and issued a total of 5,488,475 authorized but previously unissued shares of ORI's Common Stock to the trustees of the Old Republic International Employees Savings and Stock Ownership Plan (ESSOP). This issuance represented approximately 2.38% of the outstanding shares of ORI prior to the issuance. The total consideration paid to ORI by the ESSOP was approximately $50 million. No registration statement has been filed for these shares of Common Stock as such shares are exempt from registration under section 4(2) of the Securities Act of 1933, as amended. These shares were directly purchased from ORI by the ESSOP and as a result, they are exempt from registration as no public offering of shares was made by ORI.