At the regularly scheduled meeting of the Board of Directors (the "Board") of Old Republic International Corporation (the "Company"), on May 14, 2009, the Board approved an amendment to the Company's Code of Ethics for the Principal Executive Officer and Senior Financial Officers to include compliance, as necessary, with international financial reporting standards.

The Company's Board approved revisions to the Company's Code of Business Conduct and Ethics (the "Code of Conduct"), Corporate Governance Guidelines (the "Governance Guidelines"), Audit Committee Charter, Compensation Committee Charter, and Governance and Nominating Committee (the "Governance Committee") Charter at its regularly scheduled meeting on May 14, 2009. The revisions were recommended by the Audit, Compensation, and Governance Committees, respectively, following their annual Charter reviews. None of the revisions were substantive. The Code of Conduct, Governance Guidelines, and Charters may be viewed on the Company's web site at www.oldrepublic.com. Printed copies are available to shareholders of the Company upon request.

The Code of Conduct added an annual acknowledgment and certification by affected individuals. The Governance Guidelines added language regarding independence and business background as well as service on multiple Boards and changes in jobs. The Audit Committee Charter added language concerning ordinary administrative expenses and the discussion of earnings releases and financial information provided to analysts and rating agencies. The Compensation Committee Charter increased the size of the Committee to a maximum of seven and eliminated ex-officio members. The Governance and Nominating Committee Charter was amended to add the word "Governance" to its name and to provide for joint approval of Compensation for new Board members with the Compensation Committee.

(c)  Exhibits

99.1  Code of Ethics for the Principal Executive Officer and Senior Financial
      Officers

99.2 Code of Business Conduct and Ethics

99.3 Corporate Governance Guidelines

99.4 Audit Committee Charter

99.5 Compensation Committee Charter

99.6 Governance and Nominating Committee Charter