~~GENERAL INFORMATION~~

GENERAL INFORMATION

This ~~proxy statement~~Proxy Statement is being furnished to the shareholders of Old Republic International Corporation, a Delaware insurance holding corporation (together with its subsidiaries, the “Company”, “Old Republic” or “ORI”), with its executive office at 307 North Michigan Avenue, Chicago, Illinois ~~60601,~~60601. This Statement is furnished in connection with the solicitation of proxies by ~~its~~ORI’s Board of Directors for use at the Annual ~~Shareholders’~~ Meeting of the Shareholders to be held on May ~~26, 2017~~24, 2019 and any adjournments thereof. The approximate date on which this proxy statement and the accompanying proxy are first being sent to the shareholders is April ~~14, 2017.~~15, 2019.

~~The~~Your proxy may be revoked at any time before ~~it is~~shares are voted by written notification addressed to the persons named therein as proxies, and mailed or delivered to the Company at the above address. All shares represented by effective proxies will be voted at the meeting and at any adjournments thereof.

If the enclosed proxy is properly executed and returned in time for voting, the shares represented thereby will be voted as indicated thereon. If no specification is made, the proxy will be voted by the Company’s proxy committee ~~for~~(whose members are listed on the proxy card) for: (a) the election of the director nominees named below (or substitutes thereof if any nominees are unable or refuse to serve); ~~for~~(b) the selection of the Company’s independent registered public accounting firm; ~~for~~(c) the advisory vote concerning the Company’s executive compensation as recommended by the Board of Directors; ~~for~~(d) against the ~~frequency of having advisory votes concerning executive compensation as recommended by the Board of Directors; against the~~submitted shareholder proposal, if made; and (e) in ~~its~~the discretion of the proxy committee upon any other matters which may properly come before the meeting.

The Company has one class of voting stock outstanding - Common Stock, $1.00 par value per share (“Common Stock”). On March ~~31, 2017~~29, 2019, there were ~~263,586,666~~302,921,681 shares of Common Stock outstanding and entitled to one vote each on all matters to be considered at the meeting. Shareholders of record as of the close of business on that date are entitled to notice of and to vote at the meeting. There are no cumulative voting rights with respect to the election of directors.

VOTING PROCEDURES

The Company’s Restated Certificate of Incorporation and Restated By-laws prescribe voting procedures for certain, but not all corporate actions. When no procedures are prescribed, the General Corporation Law of the State of Delaware applies. Matters presented at the Company’s Shareholder Meetings are decided as follows: (1) directors are elected by a plurality of the shares present in person or by proxy at the meeting and entitled to vote; (2) amendments to the Company’s Restated Certificate of Incorporation are determined by the affirmative vote of the majority of shares outstanding and entitled to vote, except for: (a) amendments ~~to adopt~~that concern approval thresholds for plans of merger or other business ~~combinations,~~transactions not unanimously approved by the Board of Directors, which require the approval of 80% of the shares entitled to vote, or (b) amendments that concern the number or terms of the Board of Directors, which require the approval of 66-2/3% ~~and 80%, respectively,~~ of the shares entitled to vote; (3) shareholder action to repeal, alter, amend or adopt new by-laws, which require the approval of 66% of the shares entitled to vote; and (4) all other matters are determined by the affirmative vote of the majority of shares present in person or by proxy at the meeting and entitled to vote, except actions to adopt plans of merger or business combinations, not unanimously approved by the Board of Directors and shareholder actions to repeal, alter, amend or adopt new By-laws require approval of 66%, 66-2/3% and 80%, respectively, of the shares entitled to vote. The regulation concerning the frequency of voting on executive compensation matters requires that the shareholders have the ability to select the interval for advisory votes on executive compensation. The shareholders of the Company recommended at its 2012 Annual Shareholders’ Meeting and the Board of Directors concurred in having annual votes on executive compensation.

Under Delaware law, the votes at the Company’s Annual ~~Shareholders’~~ Meeting of the Shareholders will be counted by the inspectors of election appointed by the Chairman at the meeting. The inspectors are charged with ascertaining the number of shares outstanding, the number of shares present, whether in person or by proxy, and the validity of all proxies. The inspectors are entitled to rule on any voting challenges and are responsible for the tabulation of the voting results.

A quorum for the Company’s Annual ~~Shareholders’~~ Meeting of the Shareholders is one third of the shares outstanding and entitled to vote appearing in person or by proxy at the meeting. Under Delaware law, abstentions are counted in determining the quorum of the meeting and as having voted on any proposal on which an abstention is voted. Therefore, on those proposals ~~which~~that require a plurality vote of the shares entitled to vote in person or by proxy at the meeting, the vote of an abstention has no effect. However, on those proposals ~~which~~that require an affirmative vote of at least a majority of shares present in person or by proxy at the meeting, the vote of an abstention has the effect of a vote against the proposal.

Shares beneficially owned but registered in the name of a broker or bank will be counted for the determination of a quorum for the meeting if there is a discretionary voting item on the meeting agenda within the meaning of section 402.08 of the New York Stock Exchange (“NYSE”) ~~listed company manual.~~Listed Company Manual. If there is a discretionary item on the agenda and the broker or bank does not vote these shares (a “non-vote”), they will not be counted as having voted on the proposal. Therefore, on those proposals ~~which~~that require a plurality or at least a majority vote of the shares at the meeting that are entitled to vote, a non-vote will have no effect. However, on those proposals ~~which~~that require an affirmative vote of at least a majority of the shares outstanding ~~who~~that are entitled to vote, a non-vote has the effect of a vote against the proposal. If there are no discretionary voting items on the meeting agenda, shares beneficially held in the name of a broker or bank shall not be counted in determining a quorum. This year Item 2 is a discretionary voting item; all other items are non-discretionary.

Shareholders can simplify their voting and save Old Republic expense by voting by telephone or by Internet. If you vote by telephone or Internet, you need not mail back your proxy card. Telephone and Internet voting information is provided on your proxy card. A Control Number, located on the proxy card, is designed to verify your identity and allow you to vote your shares and confirm that your voting instructions have been properly recorded. If your shares are held in the name of a bank or broker, follow the voting instructions on the form you receive from that firm. To revoke a proxy given, or change your vote cast, by telephone or Internet, you must do so by following the directions on your proxy card, provided such changes are made by ~~12:01 AM,~~11:59 PM, Eastern Daylight Time on May ~~25, 2017.~~23, 2019.

HOUSEHOLDING OF PROXIES

The Securities and Exchange Commission (“SEC”) has adopted rules that permit companies and intermediaries such as brokers to satisfy delivery requirements for annual reports and proxy statements with respect to two or more shareholders sharing the same address by delivering a single annual report and/or proxy statement addressed to those shareholders. This process, which is commonly referred to as “householding,” potentially provides extra convenience for shareholders and cost savings for companies. The Company and some brokers who distribute annual reports and proxy materials may deliver a single annual report and/or proxy statement to multiple shareholders sharing an address unless contrary instructions have been received from the affected shareholders.

Once you have received notice from your broker or the Company that your broker or the Company will be householding materials to your address, householding will continue until you are notified otherwise or until you revoke your consent. You may request to receive promptly at any time a separate copy of our annual report or proxy statement by sending a written request to the Company at the above address, attention Investor Relations, or by visiting our website, www.oldrepublic.com and downloading this material.

If, at any time, you no longer wish to participate in householding and would prefer to receive a separate annual report and proxy statement in the future, please notify your broker if your shares are held in a brokerage account, or if you hold registered shares, the Company’s transfer agent, ~~Wells Fargo Shareholder~~EQ Shareowner Services, P.O. Box 64874, St. Paul, MN ~~55075,~~55164, phone number ~~800-468-9716.~~800-401-1957.

OTHER MATTERS FOR THE ANNUAL ~~SHAREHOLDERS'~~ MEETING OF THE SHAREHOLDERS

The Company knows of no matters, other than those referred to herein, ~~which~~that will be presented at the meeting. If, however, any other appropriate business should properly be presented at the meeting, the proxies named in the enclosed form of proxy will vote the proxies in accordance with their best judgment.

EXPENSES OF SOLICITATION

All expenses incident to the solicitation of proxies by the Company will be paid by the Company. In addition to solicitation by mail, the Company has retained D. F. King & Company of New York City, to assist in the solicitation of proxies. Fees for this solicitation are expected to be approximately $9,000. The Company intends to reimburse brokerage houses and other custodians, nominees and fiduciaries for reasonable ~~out-of-pocket~~out‑of‑pocket expenses incurred in forwarding copies of solicitation material to beneficial owners of Common Stock held of record by such persons. In a limited number of instances, regular employees of the Company may solicit proxies in person or by telephone.

PRINCIPAL HOLDERS OF SECURITIES

The following tabulation shows with respect to (i) each person who is known to be the beneficial owner of more than 5% of the Common Stock of the Company; (ii) the Company’s Employees Savings and Stock Ownership Plan (ESSOP); (iii) each director and executive officer of the Company (including nominees); and ~~(iii)~~(iv) all directors and executive officers, as a group: (a) the total number of shares of Common Stock beneficially owned as of March ~~14, 2017,~~29, 2019, except as otherwise noted, and (b) the percent of the class of Common Stock so ~~owned as~~owned:



Title of Class	Name of Beneficial Owner	Amount and Nature of Beneficial Ownership		Percent of Class(*)

Common Stock	BlackRock, Inc.	31,855,862	(1)	10.5
Shareholders’ beneficial ownership	55 East 52^nd Street
of more than 5% of the Common	New York, New York 10022
Stock and the ESSOP ownership
	The Vanguard Group	27,297,773	(1)	9.0
	100 Vanguard Blvd.
	Malvern, Pennsylvania 19355

	State Street Corporation	21,981,051	(1)	7.3
	State Street Financial Center
	One Lincoln Street
	Boston, Massachusetts 02111

	Old Republic International Corporation	15,055,318	(2)	5.0
	Employees Savings and Stock Ownership Trust
	307 N. Michigan Avenue
	Chicago, Illinois 60601



Common Stock	Name of Beneficial Owner	Shares Subject to Stock Options(*)	Shares Held by Employee Plans(*)(2)(3)	Other Shares Beneficially Owned(*)	Total		Percent of Class (*)
Directors’ and Executive Officers’(including nominees) Beneficial Ownership	Steven J. Bateman	0	0	15,412	15,412		**
	Harrington Bischof	0	0	20,239	20,239	(4)	**
	Jimmy A. Dew	0	122,269	745,657	867,926	(5)	0.3
	John M. Dixon	0	0	21,061	21,061		**
	Charles J. Kovaleski	0	0	5,586	5,586		**
	Spencer LeRoy III	0	0	100,686	100,686	(6)	**
	Peter B. McNitt(***)	0	0	0	0		**
	Karl W. Mueller	198,000	20,151	22,009	240,160		0.1
	R. Scott Rager	340,000	85,783	2,500	428,283		0.1
	Glenn W. Reed	0	0	5,000	5,000		**
	Craig R. Smiddy	47,000	12,424	6,720	66,144		**
	Arnold L. Steiner	0	0	752,438	752,438	(7)	0.3
	Fredricka Taubitz	0	0	19,000	19,000		**
	Charles F. Titterton	0	0	22,813	22,813	(8)	**
	Dennis Van Mieghem	0	0	17,800	17,800	(9)	**
	Steven R. Walker	0	0	60,000	60,000	(10)	**
	Rande K. Yeager	146,500	46,953	45,297	238,750		0.1
	Aldo C. Zucaro	740,000	640,185	1,260,080	2,640,265		0.9
	Directors and Executive Officers, as a group (20)	1,622,275	994,677	3,178,909	5,795,861		1.9

*Calculated pursuant to Rule 13d‑3(d) of the ~~same date:~~Securities Exchange Act of 1934. Unless otherwise stated below, each such person has sole voting and investment power with respect to all such shares. Under Rule 13d‑3(d), shares not outstanding that are subject to options, warrants, rights or conversion privileges exercisable within 60 days are deemed outstanding for the purpose of calculating the number and percentage owned by such person, but are not deemed outstanding for the purpose of calculating the percentage owned by each other person listed. None of the options shown for executive officers were exercised prior to the Company’s record date and therefore are not eligible to vote at the Annual Meeting of the Shareholders.

Title of Class Name of Beneficial Owner Amount and Nature of Beneficial Ownership Percent of Class(*)

Common Stock BlackRock, Inc. 23,140,506 (1) 8.8
Shareholders’ beneficial ownership
55 East 52nd Street

of more than 5% of the Common New York, New York 10022
Stock
State Street Corporation 19,526,739 (1) 7.5
State Street Financial Center
One Lincoln Street
Boston, Massachusetts 02111

The Vanguard Group 19,807,901 (1) 7.5
100 Vanguard Blvd.
Malvern, Pennsylvania 19355

Loomis Sayles & Co., L.P. 16,427,679 (1) 5.9
One Financial Center
Boston, Massachusetts 02111

Old Republic International Corporation 13,975,659 (2) 5.3
Employees Savings and Stock Ownership Trust
307 N. Michigan Avenue
Chicago, Illinois 60601

Common Stock Name of Beneficial Owner
Shares to
Stock
Options(*)

Shares Held
by Employee
Plans(*)(2)(3)

Other
Shares Beneficially Owned(*)
Total Percent of Class(*)
Directors’ and Executive Officers’(including nominees) Beneficial Ownership Steven J. Bateman 0 0 10,000 10,000 **
Harrington Bischof 0 0 20,239 20,239 (4) **
Jimmy A. Dew 0 124,338 745,657 869,995 (5) 0.3
John M. Dixon 0 0 21,061 21,061 **
James C. Hellauer 0 0 43,500 43,500 **
Spencer LeRoy III 148,900 24,564 76,716 250,180 0.1
Karl W. Mueller 169,125 15,960 9,720 194,805 0.1
R. Scott Rager 262,750 72,607 2,500 337,857 0.1
Craig R. Smiddy 12,150 615 6,720 19,485 **
Arnold L. Steiner 0 0 812,438 812,438 (6) 0.3
Fredricka Taubitz 0 0 19,000 19,000 **
Charles F. Titterton 0 0 21,587 21,587 (7) **
Dennis Van Mieghem 0 0 17,800 17,800 (8) **
Steven R. Walker 0 0 60,000 60,000 (9) **
Rande K. Yeager 49,000 39,451 27,279 115,730 **
Aldo C. Zucaro 519,000 571,467 1,255,000 2,345,467 0.9

Directors and Executive
Officers, as a group (17)
1,248,650 906,990 3,166,057 5,321,697 2.0

Calculated pursuant to Rule 13d-3(d) of the Securities Exchange Act of 1934. Unless otherwise stated below, each such person has sole voting and investment power with respect to all such shares. Under Rule 13d-3(d), shares not outstanding which are subject to options, warrants, rights or conversion privileges exercisable within 60 days are deemed outstanding for the purpose of calculating the number and percentage owned by such person, but are not deemed outstanding for the purpose of calculating the percentage owned by each other person listed. None of the options shown for executive officers were exercised prior to the Company’s record date and therefore are not eligible to vote at the Annual Shareholders’ Meeting. Out of the money unexercised options that lapsed on March 13, 2017 are excluded.

**	Less than one-tenth of one percent.

~~(1)~~

~~Reflects~~

***

Mr. McNitt joined the number of shares shown in the most recent Schedule 13G filings with the SEC through February 16, 2017. BlackRock, Inc. reports sole voting for 22,234,835 shares and sole dispositive power for 23,140,506 shares. The Vanguard Group has reported that it has sole and shared voting power for 144,753 and 26,195 shares, respectively and sole and shared dispositive power for 19,649,515 shares and 158,386 shares, respectively. Loomis Sayles & Co., L.P. (“Loomis”) filed its report because it would have sole voting power for 16,332,515 shares, and sole dispositive power for 16,427,679 shares if it converted its ownership of Old Republic’s 3.75% Convertible Senior Notes due March 15, 2018. However, these Notes were not converted to Common Stock prior to the Company’s record date of March 31, 2017. Therefore, Loomis will not be eligible to vote these shares at the Company’s Annual Shareholders’ MeetingBoard on ~~May 26, 2017.~~January 30, 2019.

(1) Reflects the number of shares as of December 31, 2018 shown in the most recent Schedule 13G filings with the SEC. BlackRock, Inc. has reported sole voting for 30,455,586 shares and sole dispositive power for 31,855,862 shares. The Vanguard Group has reported that it has sole and shared voting power for 137,736 and 32,495 shares, respectively and sole and shared dispositive power for 27,152,997 shares and 144,776 shares, respectively. State Street Corporation has reported that it has shared voting power for 20,902,629 shares and shared dispositive power for 21,981,051 shares.

(2) Reflects the number of shares held as of December 31, 2018 as follows:

(a) Under the terms of the Old Republic International Corporation Employees Savings and Stock Ownership Plan (“ESSOP”), a participant is entitled to vote the Company Common Stock held by the ESSOP, the shares of which have been allocated to the participant’s account. The Executive Committee of the Company is authorized to vote the Company Common Stock held by the ESSOP until such time as the shares of such stock have been allocated to a participant’s account or where a participant fails to exercise his or her voting rights. In these regards, the Executive Committee may be deemed to have sole investment power with respect to unallocated stock and shared power for allocated stock held by the ESSOP.

~~(2)~~

Reflects the number of shares held as of December 31, 2016. Under the terms of the Old Republic International Corporation Employees Savings and Stock Ownership Plan (“ESSOP”), a participant is entitled to vote the Company Common Stock held by the ESSOP, the shares of which have been allocated to the participant’s account. The Executive Committee of the Company, pursuant to the ESSOP, is authorized to vote the Company Common Stock held by the ESSOP until such time as the shares of such stock have been allocated to a participant’s account or where a participant fails to exercise his or her voting rights. Additionally, the Executive Committee may be deemed to have sole investment power with respect to unallocated stock and shared power for allocated stock held by the ESSOP. The Executive Committee is composed of Messrs. Bischof, Dixon, Steiner, Walker and Zucaro.

(b)

In addition to the ESSOP, the Old Republic International Employees Retirement Plan ~~(under which all the retirement plan shares for all subsidiaries are held)~~ holds an aggregate of ~~2,829,509~~2,964,150 shares of the Company’s Common Stock not included in this table. The voting of these shares is controlled, directly or indirectly in a fiduciary capacity, by the Executive Committee.


(c)	The trustees of the Company’s Baseline Security Plan (“BSP”), on December 31, ~~2016,~~2018, owned an aggregate of ~~758,224~~728,016 shares of the Company Common ~~Stock, which~~Stock. These shares are not included in this table, because each participant is entitled to vote the shares of the Company’s Common Stock held by the BSP that have been allocated to their account.


(d)	American Business & Mercantile Insurance Mutual Inc. (“ABM”) and its subsidiary own 1,268,700 shares of the Company’s Common Stock. ABM is a mutual insurer controlled by its policyholders and indirectly by the Company through management agreements, the ownership of its surplus notes, and by directors and officers who are employees of the Company.

(3)

Includes only the shares that have been allocated to the employer matching and employee savings accounts of the director or executive officer as a participant in the ESSOP. Excludes those shares for which the director or executive officer may be deemed to have investment and voting power as a result of being a member of the Executive Committee. These numbers include shares of the Company’s Common Stock held by the BSP for Mr. Rager.


(4)	Includes 8,437 shares held in an IRA trust for Mr. Bischof’s benefit.


(5)	Includes 315,908 shares owned by Mr. Dew’s wife and 93,682 shares held in an IRA trust for Mr. Dew.


(6)	Includes 40,587 shares held in IRA or Roth IRA trusts for Mr. LeRoy’s benefit.


(7)	Includes 270,237 shares owned by Mr. Steiner directly, ~~451,000~~391,000 shares held in trust for Mr. Steiner’s children, for ~~whom~~which he is a co-trustee, and 91,201 shares held by the Steiner Foundation for which Mr. Steiner disclaims beneficial ownership.

~~(7)~~
(8)	Includes ~~5,549~~6,775 shares held in IRA and SEP-IRA trusts for Mr. Titterton’s benefit.

~~(8)~~
(9)	Includes 12,125 shares held in an IRA trust for Mr. Van Mieghem’s benefit.

~~(9)~~
(10)	Includes 26,000 shares held in IRA and SEP-IRA trusts for Mr. Walker’s benefit, and ~~22,500~~22,000 shares held by his wife.

~~ITEM 1~~

~~ELECTION OF DIRECTORS~~

ITEM 1

ELECTION OF DIRECTORS

The following table lists ~~all~~the nominees and continuing directors of the Company. ~~Four~~Five Class 32 directors are to be elected at the Annual ~~Shareholders’~~ Meeting of the Shareholders for a term of three years and until their successors are elected and qualified. The nominees are current directors standing for re-election. Mr. Steven J. Bateman was elected a Class 2 director when the Board of Directors was increased to twelve members on February 23, 2017. He was elected in this class because the Company’s By-Laws require that directors be assigned as equally as possible among the Company’s three classes of directors. Accordingly, he shall stand for election as a director, in due course, with the other members of Class 2 in 2019. Mr. Bateman was recommended by the Company’s Chairman of the Board (“Chairman”) and Chief Executive Officer (“CEO”) with input from other Company directors. The Governance and Nominating Committee approved his selection and the Board of Directors unanimously elected him. No third party was involved in Mr. Bateman’s recruitment or selection as a director and no fee was paid to any individual or entity in connection with his selection. Mr. Bateman was also named a member of the Audit and Compensation committees when he was elected. Information concerning his background, qualifications and the talents he brings to the Company is shown below. It is intended that, in the absence of contrary specifications, votes will be cast pursuant to the enclosed proxies for the election of such nominees. Should any of the nominees become unable or unwilling to accept nomination or election, it is intended that, in the absence of contrary specifications, the proxies will be voted for the balance of those named and for a substitute nominee or nominees. However, the Company does not expect such an occurrence. All of the nominees have consented to be slated and to serve as directors if elected.

Mr. Charles J. Kovaleski was elected a Class 3 director in August 2018. Mr. Kovaleski shall stand for election as a director, in due course, with the other members of Class 3 in 2020. Mr. Kovaleski is a retired attorney and was with Attorneys’ Title Insurance Fund, Orlando, Florida from 1980 to 2009. He also served as an officer with one of the Company’s subsidiaries between 2009 and 2016. Mr. Kovaleski is not considered independent and is not a member of any committees.

Mr. Peter B. McNitt was elected a Class 1 director in January 2019. Mr. McNitt shall stand for election as a director with the other members of Class 1 in 2021. Mr. McNitt is the retired Vice Chair of BMO Harris Bank. He qualifies as an independent director, and was named a member of the Audit and the Compensation Committees when he was elected.

Messrs. Kovaleski and McNitt were both known at various times by several of the Company directors and the Chairman of the Board (“Chairman”) and Chief Executive Officer (“CEO”) prior to their election. The Governance and Nominating Committee approved the selection of each, and each was unanimously elected by the Board of Directors. No third party

was involved in the recruitment or selection of Mr. Kovaleski and Mr. McNitt as a director and no fee was paid to any individual or entity in connection with such selection. Given the reasons and background information cited next to each nominee’s name below, the Board of Directors believes that each of the nominees and ~~its~~the other continuing directors are eminently qualified to serve Old Republic’s shareholders and other stakeholders.



Name	Age	Positions with Company, Business Experience and Qualifications
Nominees for ~~Election~~Election: CLASS 2~~: CLASS 3~~ (Term to expire in ~~2020)~~2022)
~~James C. Hellauer~~Steven J. Bateman	60	Director since 2017. An audit partner with the accounting firm of PricewaterhouseCoopers LLP until his retirement, he had a 37 year career as an auditor and business advisor for a large number of organizations engaged in all major insurance fields. During that period of time, he gained a wealth of knowledge and experience in the business and the risk factors associated with the insurance industry. His background and experience will harmonize extremely well with the Company’s business and the Board’s governance objectives.
Jimmy A. Dew	78	Director since ~~2011. Prior to October 2010,~~1980. Formerly Vice Chairman of Old Republic’s subsidiary, Republic Mortgage Insurance Company (“RMIC”), of which he was a ~~director~~co-founder in 1973. His knowledge of RMIC gained in an executive capacity since ~~2005 of PMA Capital Corporation (“PMA”); owner of James C. Hellauer~~its founding and ~~Associates. From 1997 to 1999,~~his long service on Old Republic’s Board make him fully conversant with the insurance industry and its risk factors.
John M. Dixon	79	Director since 2003. Formerly Chief Executive ~~Officer~~Partner with the law firm of ~~Environmental Technologies Corporation. From 1994 to 2007, executive director of the Colmen Group. Currently a founder~~Chapman and ~~director of East River Bank.~~Cutler, Chicago, Illinois until his retirement in 2002. His qualifications include his extensive background as an attorney and his knowledge of corporate law and the risk factors of corporations like the Company.
Glenn W. Reed	66	Director since 2017. Mr. Reed served as a Managing Director of The Vanguard Group, Inc., one of the world’s largest asset-management firms until his retirement from the firm in 2017. While at Vanguard, Mr. Reed had overall responsibility for Vanguard’s corporate finance and mutual fund finance functions, most recently heading up the firm’s Strategy division. Prior to joining Vanguard in 2007, he served as general counsel for a multi-line health and life insurance company following a 21-year career in the partnership of the Chicago-based law firm of Gardner, Carton & Douglas (now Drinker Biddle). This long-term experience and deep knowledge gained in these fields of endeavor harmonize extremely well with the Company’s business needs and the Board’s governance objectives.
Dennis P. Van Mieghem	78	Director since 2004. A CPA by training, he was the Partner in charge of the National Insurance Tax Practice of the accounting firm of KPMG LLP until his 1998 retirement. With this background, he brings significant ~~general business background~~experience and knowledge of the insurance industry and its risk factors to Old Republic’s Board.
Continuing Directors: CLASS 3 (Term expires in 2020)
Charles J. Kovaleski	70	Director since August 2018. Retired as an attorney, he was formerly with Attorneys’ Title Insurance Fund, Orlando, Florida as well as ~~specific~~an officer with one of the Company’s Title subsidiaries for many years. He brings extensive general business experience to Old Republic’s Board particularly in real estate and ~~knowledge concerning the business of PMA and its risk factors.~~title insurance.
Arnold L. Steiner	7981	Director since 1974. Retired for more than five years from Steiner Bank, Birmingham, Alabama of which he was President and a substantial owner. He ~~brings~~has long and significant experience in financial businesses and has extensive knowledge of the Company and its risk factors.
Fredricka Taubitz	7375	Director since 2003. A CPA by training, she was until 2000 Executive Vice President and Chief Financial Officer of Zenith National Insurance Corp. Until 1985, she was a partner with the accounting firm of Coopers & Lybrand (now PricewaterhouseCoopers LLP). During her long professional career she has gained significant experience in, and knowledge of, the business and the risk factors associated with the insurance industry.
Aldo C. Zucaro	7880	Director since 1976. Chairman of the Board and Chief Executive Officer of the Company and various subsidiaries since 1993. A CPA by training, he brings a significant background as a former insurance specialist partner with Coopers & Lybrand (now PricewaterhouseCoopers LLP), and long-term experience with the insurance industry in general, and the Company in particular, since 1970.



Continuing ~~Directors~~:Directors: CLASS 1 (Term expires in ~~2018)~~2021)
Harrington Bischof	8284	Director since 1997. President of Pandora Capital Corporation since 1996. Formerly Senior Advisor with Prudential Securities, Inc. and prior to that, a senior investment banker with the firms of Merrill, Lynch & Co. and White, Weld & Co. His experience in business, investment banking, and international finance are of significant value to the Company’s corporate governance.
Spencer LeRoy III	7173	Director since ~~February 26,~~ 2015. Until his retirement ~~on July 1,~~in 2014, he was Senior Vice President, Secretary and General Counsel of the Company since 1992. Prior to that, he was a partner with the law firm of Lord, Bissell and Brook, now known as Locke Lord LLP. His legal career involved all aspects of insurance, corporate governance and financial-related matters. Mr. LeRoy ~~brings to Old Republic’s Board~~has a long and significant legal experience and extensive knowledge of the Company and its risk factors.
Peter B. McNitt	64	Director since January 30, 2019. He is the retired Vice Chair of BMO Harris Bank; a position he held since 2006. Prior to that, he led BMO Harris’ U.S. Corporate Banking as Executive Vice President and U.S. Investment Banking as Executive Managing Director. He has long-term experience and deep knowledge gained during his more than 40 year-long career. His wide range of responsibilities focused on the delivery of the full breadth of wealth, and commercial and investment banking services to customers.
Charles F. Titterton	7577	Director since 2004. Formerly Director –- Insurance Group with Standard & Poor’s Corp. (“S&P”) until 2003. He ~~brings~~has significant business experience and knowledge of the risk factors connected with the insurance industry by virtue of his long career as a lending officer with a major banking institution and with ~~the aforementioned rating agency.~~S&P.
Steven R. Walker	7274	Director since 2006. Formerly Senior Counsel and Partner with Leland, Parachini, Steinberg, Matzger & Melnick, LLP, attorneys, San Francisco, California. He ~~brings~~has significant experience ~~to Old Republic’s Board~~ as both an attorney and a business manager during a long career focused on the title insurance industry.
~~Continuing Directors: CLASS 2~~ ~~(Term expires in 2019)~~
~~Jimmy A. Dew~~	76	Director since 1980. Formerly Vice Chairman of Old Republic’s subsidiary, Republic Mortgage Insurance Company (“RMIC”), of which he was a co-founder in 1973. His knowledge of RMIC gained in an executive capacity since its founding and his long service on Old Republic’s Board make him fully conversant with the insurance industry and its risk factors.
~~John M. Dixon~~	77	Director since 2003. Formerly Chief Executive Partner with the law firm of Chapman and Cutler, Chicago, Illinois until his retirement in 2002. His qualifications include his extensive background as an attorney and his knowledge of corporate law and the risk factors of corporations like the Company.
~~Dennis P. Van Mieghem~~	76	Director since 2004. A CPA by training, he was the Partner in charge of the National Insurance Tax Practice of the accounting firm of KPMG LLP until his 1998 retirement. With this background he brings significant experience and knowledge of the insurance industry and its risk factors to Old Republic’s Board.

~~Name~~

~~Age~~

~~Positions with Company, Business Experience and Qualifications~~

~~Steven J. Bateman~~

Director since February 23, 2017. An audit partner with the accounting firm of PricewaterhouseCoopers, LLP until his recent retirement, he has a 37 year career as an auditor and business advisor for a large number of organizations engaged in all major insurance fields. During that period of time, he gained a wealth of knowledge and experience in the business and the risk factors associated with the insurance industry. His background and experience will harmonize extremely well with the Company’s business and the Board’s governance objectives.

BOARD OF DIRECTORS’ RECOMMENDATION

The Board of Directors recommends a vote FOR the Class 32 directors listed ~~above as nominees.~~above. Proxies solicited by the Board of Directors will be voted in favor of the election of these nominees unless shareholders specify to the contrary. The results of this vote shall be disclosed in a filing made with the SEC shortly after the Annual ~~Shareholders’~~ Meeting of the Shareholders and will be available for review on the Company’s website, www.oldrepublic.com.

~~CORPORATE GOVERNANCE~~

~~OVERVIEW~~

CORPORATE GOVERNANCE:

BINDING ORGANIZATION, PURPOSE, AND LONG-TERM STRATEGY

Old Republic is ~~organized~~Organized as ~~an independent,~~a for-profit, shareholder-owned insurance ~~enterprise managed~~holding company chartered under the General Corporation Law of the State of Delaware. As a holding company, it has no operations of its own; rather its primary assets are the stock and debt instruments issued by its many subsidiaries. Nearly all of its consolidated business is conducted through 29 insurance underwriting subsidiaries which are chartered in 11 states and three foreign jurisdictions, most notably in Canada. The Company also owns the equity and debt securities of over 100 other subsidiaries. Each of these subsidiaries is charged with producing revenues, managing risk, and providing claims management and other services for the ~~Long Run.~~ insurance underwriting subsidiaries and outside parties.

This typical organizational structure ensures that Old Republic remains firmly established as a legal person with an indefinite life. Shareholders-long- or short-term investors in the Company’s shares-are not the direct owners of its assets or properties. Their rights are limited by Delaware law, which provides that shareholders delegate to the board of directors the responsibility for controlling, directing, and using those assets and properties based on the directors’ business judgment. In purchasing, holding, or selling shares of Old Republic common stock, shareholders can do so with confidence that the board of directors’ successful, long-standing governance practices are guided by its charter and bylaws, which they consistently observe.

Our ~~Mission~~insurance subsidiaries are vested with a public trust. Accepting premiums and insurance-related fees from policyholders and other buyers of related services forms the basis of this trust. This makes policyholders critically important stakeholders. They depend on the subsidiaries’ ability to meet their just obligations of financial indemnity over long periods of time. In observance of these relationships, state insurance laws impose certain requirements on insurance companies to dutifully protect the legitimate interests of policyholders, as well as the community at large. As a result, Old Republic is by necessity governed for the long run envisaged by the long-term promises of financial indemnity, and the public trust imbued in its insurance subsidiaries. Together with the principles and practices contained in the charter and bylaws, governance is intended to purposefully ensure the following:

Operation of the business within the law, with integrity, and in a socially responsible manner

Maintenance of the business’s competitive position to enable the continued growth of economic value in a fairly balanced way for the interests of all stakeholders

Old Republic’s Purpose is clearly stated in our mission statement: to provide quality insurance security and related services to businesses, individuals, and public institutions, and to be a dependable long-term steward of the trust that policyholders, shareholders, and ~~shareholders~~other important stakeholders place in us. Our Lodestar embodies the Company’s mission by binding organization, purpose, and long-term strategy into a coordinated whole.

We pursue our mission and purpose in light of the long-standing principles and practices of 1) our governance, 2) our service culture, 3) our value system, 4) the institutional memory that binds successive generations of managers, and 5) respectful appreciation of our people and the intellectual capital they bring to managing our wide-ranging business. In operating a business within America’s free enterprise system, we’re keenly focused on achieving two interrelated outcomes over time:


A.	Create long-term value for all stakeholders, including shareholders, policyholders, our people, and the American community at large. We believe that this desired outcome is best achieved by:

Continuously enhancing the Company’s competitive position, which increases its economic value to all stakeholders in a cohesive and socially responsible manner.

Steadily building the sustainability of the business’s competitiveness and earnings prospects. This adds to our financial and intellectual capital while at the same time:

– Providing a necessary financial cushion to support insurance obligations in the event they prove greater

than anticipated.

– Enhancing the Company’s ability to handle its insurance risk-bearing and dispersing functions to meet

society’s increasing demands for protecting the property and other values that a growing economy

produces.

We use all of these means to achieve our purpose and help meet the community’s long-term expectations of economic growth, sustainable employment, and a rising tax base to accomplish social goals.


B.	Create long-term value for long-term shareholders, whose interests are aligned with our Mission as they provide and support the retention of paid-in capital and the accumulated earnings retained in the business. We measure this value creation by these interrelated financial outcomes:

The ~~Company’s governance~~consecutive 10-year compound annual total returns provided by Old Republic’s common stock performance in the marketplace. This is calculated as the annual combination of the change in market value and ~~operations are guided~~the reinvested cash dividend we pay.

The consecutive 10-year compound annual total returns seen in Old Republic’s common stock book value. This is calculated as the annual combination of the change in book value per share, plus our cash dividend.

The consecutive 10-year annual total return on shareholders’ equity. This is calculated by ~~this~~dividing net operating income (excluding both realized and unrealized investment gains or losses) by shareholders’ equity (which also excludes those factors).

In assessing the first two of these economic outcomes, we seek to achieve consecutive 10-year financial performance that exceeds the following benchmarks: 1) the annual year-over-year and compounded increases in the Nominal Gross Domestic Product (GDP), 2) the annual and compounded total return of the Standard & Poor’s (S&P) 500 Index, and 3) the annual and compounded return of the S&P Insurance Index. The charts on pages 10 to 12 reflect our success in these regards.

The overall Strategy we’ve followed over the decades has been fully aligned with our Mission and governing principles. The linchpin of this strategy is the ~~inherent public interest vested~~conservative, long-term management of Old Republic’s balance sheet. In this approach, periodic income statements are simply the linked economic outcomes from two succeeding balance sheet dates. The maintenance of a strong financial position supports the insurance subsidiaries’ risk-taking and obligations to policyholders, and underlies our stewardship in the interest of all stakeholders. We accomplish this through enterprise risk ~~taking nature~~management principles generally, and with insurance underwriting discipline in particular. The discipline rests on key operating tenets of ~~its business. Its governance endeavors~~our business:

Employing disciplined risk selection, evaluation, and pricing practices to ~~align~~reduce the possibility of adverse risk selection and the uncertainty of insurance underwriting outcomes

Focusing on diversification and spreading of insured risks by geography and among industries that are core to the North American economy, while staying in areas in which we are intellectually competent and operationally proficient

Emphasizing a balanced mix of insurance coverages for all industries we serve, in which we are knowledgeable and which exert economically balanced demands on our risk-bearing capital

Reducing and mitigating insured exposures through underwriting risk-sharing arrangements with policyholders to:

– Encourage a greater partnership approach to the costing and management of risk

– Bring greater efficiencies to capital management

Following these time-tested insurance underwriting disciplines and risk-management principles has enabled us to produce industry-beating underwriting results over the last five decades. For instance, our largest business segment, General Insurance, has generated better-than-industry-composite underwriting ratios for 41 years, matched the industry in four years, and has been less successful than the industry in only five of the past fifty years.

Achieving positive underwriting results is complemented by investment income, which we derive from the combined investments of underwriting cash flows, shareholders’ capital, and funds provided by debt holders. Through the years, this ~~Mission~~combination has led to 1) rising earnings over cycles, 2) the maintenance of balance sheet strength, and 3) increasing cash dividends to all shareholders. The strategy is evaluated and reestablished each year by the Board of Directors at the same time it reviews and approves management’s annual operating and capital allocation budgets. The evaluation includes, among other things, these major considerations:

The diversification of the business by types of insurance coverages and product distribution

The business’s performance over the natural multi-year cycles in the insurance industry. Reviews of 10-year trends are favored, as these likely encompass one or two economic and/or insurance underwriting cycles. This allows enough time for the cycles to run their course, for premium rates and underwriting changes to appear in financial results, and for reserved claim costs to be quantified with ~~the substance~~greater finality and effect

The allocation of ~~its business, giving due appreciation~~capital to Old Republic’s key insurance underwriting subsidiaries, in consideration of their relative risk-taking appetites and ~~regard~~abilities, and their accumulated reserves to pay claims

Old Republic’s capital management strategy is underpinned by these consistent objectives:

Retaining high, economically justifiable independent financial ratings for the Company’s ~~most important assets:~~insurance underwriting subsidiaries

Assuring a realistically consistent increase over time in cash dividend payments based on the Company’s earnings power and trends. These payments benefit all shareholders directly or as beneficiaries of their financial assets, as these are directed in common by institutional investment managers held to fiduciary obligations

Old Republic’s dedication to a program of steadily rising cash dividends rests on our belief that its long-term shareholders can benefit from a total return on their investment, whether measured by:

The combination of the annual cash dividend and change in the Company’s book value per share, or

The combination of the annual cash dividend and change in year-end market value per share

Old Republic’s consistent cash dividend policy has produced these results:

Dividend payments have been made without interruption since 1942 (in 77 of the Company’s 95 years)

The annual cash dividend rate has been raised in each of the past 37 years

Old Republic is one of just 100 American companies out of thousands that have posted at least 25 consecutive years of annual dividend growth (according to Mergent’s Dividend Achievers)

In directing capital management and the related dividend policies, Old Republic has stayed away from stock buybacks. In the relatively few instances when its capital coffers have been more than ample for foreseeable business needs, the Board has chosen to pay an extra cash dividend (most recently at the end of 2017). This preferred approach treats all shareholders alike from the standpoints of both cash flows and equitable maintenance of book value per share.

The binding of organization, purpose, and long-term strategy is buttressed by Old Republic’s bylaws and charter provisions from which its long-established policies of corporate governance emanate. The structure and policies of this governance are discussed in the following two Proxy sections on pages 13 to 16:

Leadership Structure and Risk Management, and

Board of Directors’ Responsibilities and Independence

In their totality, the policies have enabled a necessary emphasis on the stability, continuity, and sustainability of the enterprise as primary objectives for achieving long-term value for all stakeholders. The chart on page 12 shows how we’ve succeeded in blending governance with organization, purpose, and strategy in the interest of all stakeholders. The information is shown for the 51 years, ending in 2018. The 1968 starting year was chosen because it gave rise to the Company’s ultimate transformation from the Old Republic Life Insurance Company predecessor to Old Republic International Corporation in 1969. The chart reflects a large number of annual and ten-year comparisons between ORI’s total book and market value returns, and the three aforementioned benchmarks. A retrospective review and analysis of

·	~~The investors’ capital which enables and underpins the insurance risk taking;~~

the data reflects two significant observations with respect to the ten-year comparisons:

We believe that Old Republic’s stock performance fell short in the 1979 - 1988 period due to accelerated diversification activity effected by acquiring various companies in exchange for our common stock and forming new joint underwriting ventures. Together these transactions caused temporary dilutions of book value and earnings per share. In later years, however, most of these became solid contributors to our consolidated performance.

We also believe that our performance fell short in the 1999 - 2008 period due to the adverse impact of the Great Recession on Old Republic’s investment in the financial indemnity segment. This business has been in run-off operating mode since 2012.

As previously stated, Old Republic measures its total book and market returns against three benchmarks: a) the annual year-over-year and compounded annual changes in the Nominal Gross Domestic Product (GDP), b) the annual and compounded annual returns of the S&P 500 Index, and c) the annual and compounded annual returns of the S&P Insurance Index. In the five ten-years periods reflected in the table immediately below and its related detailed table on page 12, Old Republic’s total compounded book return exceeded the compounded annual returns of those three benchmarks in eight of thirteen comparisons (61%), and the Company’s total compounded market return exceed the compounded annual returns of the three benchmarks in ten of thirteen comparisons (77%). Therefore, collectively, Old Republic outperformed the benchmarks 69% of the time.

The following, taken from the 51 year chart on page 12, summarizes ORI’s common stock annual compounded performance compared with the selected benchmarks.



	Old Republic				Selected Benchmarks
Period	Total Book Return		Total Market Return		GDP Index		S&P 500 Total Market Return		S&P Insurance Total Market Return
Ten Years:
1969 - 1978	17.5	%	10.7	%	9.6	%	3.2	%
1979 - 1988	16.0		13.0		8.3		16.3
1989 - 1998	13.5		20.2		5.6		19.2		16.3	%	*
1999 - 2008	9.4		3.5		5.0		-1.4		-4.2
2009 - 2018	6.0	%	11.8	%	3.4	%	13.1	%	11.0	%

2018 Only	1.6	%	4.8	%	5.5	%	-4.4	%	-11.2	%

51 Years 1968-2018	12.5	%	12.2	%	6.4	%	9.8	%	7.0	%	**

* 9 years only, with 1989 as the base year, as this index was not available before 1990 / ** 29 years only.

·	~~The intellectual capital, know-how, and business relationships possessed by employees at various levels of the enterprise; and~~

~~The Company’s good name and reputation, cultivated over its 93-plus year history, and the even longer history of some of its major insurance subsidiaries.~~

The next two tables also portray the relative market performance of Old Republic’s common stock in comparison with the selected benchmark and a peer group of companies.

The Peer Group has been approved by the Compensation Committee of Old Republic’s Board of Directors. The Peer Group consists of American Financial Group, Inc.; American International Group, Inc.; W.R. Berkley Corporation; Chubb Limited; Cincinnati Financial Corporation; CNA Financial Corporation; Fidelity National Financial, Inc.; First American Financial Corporation; The Hartford Financial Services Group, Inc.; Stewart Information ~~appearing on the Company’s website~~Services Corporation; and The Travelers Companies, Inc.

OLD REPUBLIC INTERNATIONAL CORPORATION

Total Returns Compared to Nominal GDP and Selected S&P Indices’ Returns



	Old Republic International Corporation (1)						Nominal Gross Domestic Product (GDP)(2)	S&P 500 Index (3)	S&P Insurance Index (3)
Year	Year End Book Value	Year End Market Price	Annual Cash Dividend Declared		Total Book Value Annual & Compounded Return	Total Market Annual & Compounded Return	Total Annual & Compounded Return	Total Annual & Compounded Return	Total Annual & Compounded Return
1967	$0.243	$0.338
1968	0.280	0.472	$0.007		18.2%	41.8%	9.4%	11.0%
1969	0.312	0.336	0.010		15.1%	-26.6%	8.2%	-8.4%
1970	0.360	0.528	0.012		19.2%	60.7%	5.5%	3.9%
1971	0.472	0.840	0.014		34.9%	61.7%	8.5%	14.3%
1972	0.480	1.240	0.016		5.1%	49.5%	9.8%	19.0%
1973	0.472	0.456	0.018		2.2%	-61.7%	11.4%	-14.7%
1974	0.376	0.408	0.020		-16.1%	-6.1%	8.4%	-26.5%
1975	0.288	0.440	0.020		-18.1%	12.7%	9.0%	37.2%
1976	0.560	0.624	0.011		98.3%	44.4%	11.2%	23.9%
1977	0.792	0.792	0.022		45.3%	30.4%	11.1%	-7.2%
1978	0.976	0.976	0.033		27.4%	27.4%	13.0%	6.6%
10 Year Compound Annual Growth Rate					17.5%	10.7%	9.6%	3.2%
1979	1.080	1.112	0.052		16.0%	19.3%	11.7%	18.6%
1980	1.224	0.888	0.054		18.3%	-15.3%	8.8%	32.5%
1981	1.392	1.144	0.054		18.1%	34.9%	12.2%	-4.9%
1982	1.648	1.456	0.056		22.4%	32.2%	4.3%	21.5%
1983	1.888	2.353	0.058		18.1%	65.6%	8.7%	22.6%
1984	2.208	2.039	0.059		20.1%	-11.0%	11.1%	6.3%
1985	2.304	3.014	0.062		7.1%	51.3%	7.5%	31.7%
1986	2.528	2.316	0.065		12.5%	-21.5%	5.5%	18.7%
1987	2.952	1.861	0.068		19.5%	-17.2%	6.0%	5.3%
1988	3.152	2.345	0.071		9.2%	30.0%	7.9%	16.6%
10 Year Compound Annual Growth Rate					16.0%	13.0%	8.3%	16.3%
1989	3.544	2.604	0.076		14.8%	14.2%	7.7%	31.7%
1990	3.920	2.465	0.081		12.9%	-2.3%	5.7%	-3.2%	-13.5%
1991	4.456	4.207	0.086		15.9%	75.0%	3.3%	30.4%	29.3%
1992	5.072	5.896	0.094		15.3%	42.7%	5.9%	7.6%	18.4%
1993	5.744	5.363	0.102		15.3%	-7.4%	5.2%	10.1%	5.2%
1994	6.112	5.037	0.111		8.3%	-4.0%	6.3%	1.3%	-0.3%
1995	7.248	8.415	0.121		20.6%	70.1%	4.8%	37.5%	41.0%
1996	7.768	9.511	0.148		9.2%	15.1%	5.7%	22.9%	23.5%
1997	8.312	13.222	0.178		9.3%	41.2%	6.2%	33.3%	46.4%
1998	9.216	12.000	0.206		13.4%	-7.8%	5.7%	28.5%	9.7%
10 Year Compound Annual Growth Rate					13.5%	20.2%	5.6%	19.2%	16.3%
1999	9.590	7.267	0.262		6.9%	-37.5%	6.3%	21.0%	7.4%
2000	11.000	17.066	0.294		17.8%	142.1%	6.5%	-9.1%	34.9%
2001	12.480	14.938	0.314		16.3%	-10.6%	3.2%	-11.9%	-12.4%
2002	13.960	14.934	0.336		14.6%	2.0%	3.4%	-22.1%	-20.7%
2003	15.650	20.288	0.890	*	18.5%	42.4%	4.8%	28.7%	21.0%
2004	16.940	20.240	0.403		10.8%	1.9%	6.6%	10.9%	7.2%
2005	17.530	21.008	1.312	*	11.2%	10.5%	6.7%	4.9%	14.1%
2006	18.910	23.280	0.590		11.2%	13.9%	6.0%	15.8%	10.9%
2007	19.710	15.410	0.630		7.6%	-31.5%	4.6%	5.6%	-6.3%
2008	15.910	11.920	0.670		-15.9%	-18.0%	1.8%	-37.0%	-58.1%
10 Year Compound Growth Rate					9.4%	3.5%	5.0%	-1.4%	-4.2%
2009	16.490	10.040	0.680		7.9%	-10.1%	-1.8%	26.4%	13.9%
2010	16.160	13.630	0.690		2.2%	43.4%	3.8%	15.1%	15.8%
2011	14.760	8.920	0.700		-4.3%	-27.2%	3.7%	2.1%	-8.3%
2012	14.030	10.650	0.710		-0.1%	23.4%	4.2%	16.0%	19.1%
2013	14.640	17.270	0.720		9.5%	70.7%	3.6%	32.4%	46.7%
2014	15.150	14.630	0.730		8.5%	-11.2%	4.4%	13.7%	8.3%
2015	14.980	18.630	0.740		3.8%	33.4%	4.0%	1.4%	2.3%
2016	17.160	19.000	0.750		19.6%	6.2%	2.7%	12.0%	17.6%
2017	17.720	21.380	1.760	*	13.5%	16.9%	4.2%	21.8%	16.2%
2018	$17.230	$20.570	$0.780		1.6%	4.8%	5.5%	-4.4%	-11.2%
10 Year Compound Annual Growth Rate					6.0%	11.8%	3.4%	13.1%	11.0%
51 Year Compound Annual Growth Rate					12.5%	12.2%	6.4%	9.8%	7.0%

Note: (*) Includes special year-end cash dividends of $1.000, $0.800, and $0.534 per share at December 31, 2017, 2005, and 2003, respectively.

Sources:(1) Old Republic Database

(2) Nominal Gross Domestic Product from Federal Reserve Bank St. Louis, with 2018 estimate.

(3) Standard & Poor’s Indices from S&P Global Market Intelligence LLC. Data for years 1989 and prior is not ~~incorporated by reference in this proxy statement. However, the Corporate Governance Guidelines, Code of Ethics~~available for the ~~Principal Executive Officer and Senior Financial Officers, and~~S&P Insurance Index.

Accordingly, the ~~Code of Business Conduct and Ethics, are accessible on its website at~~ ~~www.oldrepublic.com. Printed copies of these documents are also available to shareholders upon request to~~compound growth rate for 1989-1998 is for 9 years only, while the ~~Investor Relations Department at the Company’s office.~~rate for 1989-2018 is for 29 years only.

LEADERSHIP STRUCTURE AND RISK MANAGEMENT

The Company’s leadership structure and its risk management processes are overseen and monitored by the Board of Directors. The details of this leadership structure and the development of management talent have been the primary responsibilities of the Board’s Executive Committee for many decades. This five member committee is currently composed of the Company’s Chairman and CEO, and four independent directors, including the Lead Director. The Board ~~of Directors and its Executive Committee believe~~believes that the Company’s decades-long joining of the Chairman and CEO positions is best suited to ~~ensuring~~ensure the long-term value, stability and management of ~~its~~the most important assets necessary for the accomplishment of its Mission. In this light, Old Republic’s Board holds management singularly accountable for protecting and enhancing the value of these and all other assets. It therefore holds its CEO responsible for setting the proper tone in shaping and nurturing the institution’s culture and values ~~not solely~~ in the ~~shareholders’~~ interests ~~but in those~~ of ~~its important stakeholders as well.~~shareholders and all other stakeholders. Most critically, these include the policyholders to whom long-term promises of financial indemnity and stability are made by the Company’s insurance subsidiaries, the employees who possess the intellectual capital and business relationships necessary for the conduct and success of the Company, the debt holders who extend a portion of the capital at risk, and the regulators who are charged with protecting the public interest vested in the Company’s insurance ~~enterprises.~~businesses. To meet these responsibilities and objectives, the Board expects the CEO to be a knowledgeable and well-rounded leader who, as chief enterprise risk manager, is fully dedicated to Old Republic’s overall Mission and is best qualified to address and balance the interests of all ~~major~~ stakeholders.

In the Board’s sole discretion, the Chairman and CEO positions may be separated and assigned to two individuals with extensive and complementary operating knowledge of the Company. Under the Board’s ~~long- standing~~long-standing corporate governance philosophy, ~~this~~such a separation iswould be intended to be temporary and to occur in unusual circumstances or during ~~the transition~~transitions of senior management authority.

While the Board has determined that the advantages of a joint Chairman and CEO position outweigh the theoretical benefits of a separated leadership structure, it ~~did establish~~has established a Lead Independent Director ~~position well over a decade ago.~~ position. In Old Republic’s practice, the Lead Independent Director is appointed from among the independent directors and serves as that group’s liaison to the Chairman and ~~CEO, in addition to acting as the liaison to the Executive Committee.~~CEO. In his or her capacity, the Lead Independent Director may preside at Board meetings in the Chairman’s absence, provide input to meeting agendas of the full Board, or the meetings of independent directors, and Board committees, and act as liaison among various committees’ chairmen in the resolution of inter-committee governance ~~issues~~matters that may arise from time to time.

Old Republic’s multi-faceted business is managed through a relatively flat, non-bureaucratic organizational structure. The CEO has primary responsibility for managing enterprise-wide risk exposures. The Company avoids management by committee and other organizational impediments to the free flow of information and to effective decision making. Long-established control processes are in place, and a variety of ~~other accepted~~long-established methods are utilized to coordinate system-wide risk taking and risk management objectives. These ~~methods~~processes and ~~processes~~methods are based on ~~three~~these major functions: lines of business responsibility, enterprise functions, and internal audit and peer reviews.

The lines of business ~~operation~~operations managers are responsible for identifying, monitoring, quantifying, and mitigating all insurance underwriting risks falling within their areas of responsibility. These managers use reports covering annual, quarterly or monthly time frames to identify the status and content of insured risk, including pricing or underwriting changes. These management reports ensure the continuity and timeliness of appropriate risk management monitoring and enterprise-wide oversight of existing or emerging issues.

The enterprise functions incorporate system-wide risk management, including asset/liability ~~and~~matching that is aligned with underwriting exposure, ~~correlation controls,~~ regulatory and public interest compliance, finance, actuarial, and legal functions. These functions are independent of ~~the~~ lines of business operations and are coordinated on an enterprise-wide basis by the Chairman and ~~CEO.~~CEO and other executive officers.

The internal audit, as well as related underwriting and claims management peer review functions and processes, provide reasonably independent assessments of management performance and internal control systems. Internal audit activities are intended to give reasonable assurance that resources are adequately protected and that significant financial, managerial and operating information is materially complete, accurate and reliable. This process is also intended to ensure that associates’ actions are in compliance with corporate policies, standards, procedures, internal control guidelines, and applicable laws and regulations.

The corporate culture, the actions of all our ~~associates,~~people, and the continuity of their employment are most critical to the Company’s risk management processes. ~~The Company’s~~Old Republic’s Code of Business Conduct and Ethics provides a framework for all ~~senior managers and~~ employees to conduct themselves with the highest integrity in the delivery of the Company’s services to its customers and in connection with all Company relationships and activities.

The Compensation Committee, at the direction of the Board, has reviewed the Company’s compensation policies and practices and has concluded that they do not encourage the Company’s senior executives or employees to take unnecessary or excessive risks that could adversely affect the Company.

BOARD OF DIRECTORS’ RESPONSIBILITIES AND INDEPENDENCE

~~The Board~~Old Republic believes that good corporate governance begins with a board of ~~Directors’ main responsibility is to oversee~~directors that has full appreciation of the Company’s ~~operations, directly and through several committees operating cohesively.~~special place as a holding company for state-regulated insurance underwriting companies that are vested with a public trust. In ~~exercising this responsibility, each director is expected to utilize his or her business judgment in a manner reasonably believed to be~~consideration of the governance features set forth in the ~~best interests of the Company~~Company’s Corporate Governance Guidelines (see Governance section at www.oldrepublic.com), Old Republic seeks to attract and ~~its shareholders. The Board’s oversight duties are to:~~

·	Ascertain that strategies and policies are in place to encourage the growth of consolidated earnings and shareholders’ equity over the long haul, while increasing the Company’s regular dividend payout;

·	~~Ascertain that the Company’s business is managed in a sound and conservative manner that takes into account the public interest vested in its insurance subsidiaries;~~

·	~~Provide advice and counsel to management on business opportunities and strategies;~~

·	~~Review and approve major corporate transactions;~~

·	~~Monitor the adequacy of the Company’s internal control and financial reporting systems and practices to safeguard assets and to comply with applicable laws and regulations;~~

·	~~Ascertain that appropriate policies and practices are in place for managing the identified risks faced by the enterprise;~~

·	~~Evaluate periodically the performance of the Chairman and CEO in the context of the Company’s Mission and performance metrics;~~

·	~~Review and approve senior management’s base and incentive compensation taking into account the business’ performance gauged by its return on equity and growth of operating earnings;~~

·	~~Periodically review senior management development and succession plans both at corporate and operating subsidiary levels;~~

·	~~Select and recommend for shareholder election candidates deemed qualified for Board service;~~

·	Select and retain an independent registered public accounting firm for the principal purpose of expressing its opinion on the annual financial statements and internal controls over financial reporting of the Company and its subsidiaries;

·	~~Act as the Board of Directors of the Company’s significant insurance company subsidiaries; and~~

·	~~Monitor, review and approve the operations and major policy decisions of the Company’s insurance subsidiaries.~~

~~In considering~~ ~~the qualifications and independence of~~has retained for many years Board members ~~and candidates, the Board of Directors, through the Governance and Nominating Committee, seeks to identify individuals~~ who ~~at a minimum:~~

·	~~Satisfy the requirements for director independence, as set out in the Company’s Corporate Governance Guidelines, in the Listed Company Standards of the NYSE, and in the regulations of the SEC;~~

·	~~Are, or have been, senior executives of businesses or professional organizations; and~~

·	~~Have significant business, financial, accounting and/or legal backgrounds useful to the Company’s operations, markets and customer services.~~

~~Additionally, the Board seeks to retain and attract members possessing~~possess certain critical personal characteristics, most ~~importantly,~~importantly: (i) intelligence, honesty, good judgment, high ethics, and standards of integrity, fairness and responsibility, (ii) respect within the candidate’s social, business and professional community for his or her integrity, ethics, principles and insights; (iii) demonstrated analytic ability; and (iv) ability and initiative to frame insightful questions, to challenge questionable assumptions collegially, and to disagree in a constructive fashion in such circumstances as ~~appropriate~~may arise in ~~varying circumstances.~~the course of the Company’s activities.

The ~~Company’s insurance business~~Board of Directors’ main responsibility is ~~conducted through segments which, in the aggregate, are broadly diversified as~~ to ~~the types of insurance coverage and services provided. Each of~~oversee the Company’s ~~insurance subsidiaries is highly regulated by state~~operations, directly and ~~federal governmental agencies as to its capital requirements, financial leverage, business conduct,~~through several committees operating cohesively and accounting and financial reporting practices. New directors receive a broad array of information upon becoming a member of the Board in order to familiarize themselves with the Company’s business, strategic plans, significant financial, accounting and management issues, compliance programs, conflicts policies, Code of Business Conduct and Ethics, Corporate Governance Guidelines, principal officers and independent registered public accounting firm. Further, the Company supports directors taking advantage of and attending director education programs whenever convenient and appropriate. Even with such assistance and in part as the result of the specialized nature of the Company’s businesses and their regulation, it is the Company’s view that at least two to four years are typically required for a new director to develop sufficient knowledge of the Company’s business to become a fully productive and effective contributor to the Company’s governance. Reflectingcollegially. In exercising this responsibility, each director is expected to ~~serve two~~utilize his or ~~more three-year terms~~her business judgment in the best interests of the Company, its shareholders and all other stakeholders. The Board’s oversight duties include the following:

Ascertain that strategies and policies are in place to encourage the growth of consolidated earnings and shareholders’ equity over the long term;

Ascertain that the Company’s business is managed in a sound and conservative manner that takes into account the public interest vested in its insurance subsidiaries;

Provide advice and counsel to management on business opportunities and strategies;

Review and approve major corporate transactions;

Monitor the adequacy of the Company’s internal control and financial reporting systems and practices to safeguard assets and to comply with applicable laws and regulations;

Ascertain that appropriate policies and practices are in place for managing the identified risks faced by the enterprise;

Evaluate periodically the performance of the Chairman and CEO in the context of the Company’s Mission and performance metrics;

Review and approve senior management’s base and incentive compensation taking into account the business’s performance gauged by its intermediate and long-term returns on equity, growth of operating earnings, and financial soundness;

Periodically review senior management development and succession plans at corporate and operating subsidiary levels;

Select and recommend for shareholder election candidates deemed qualified for Board service;

Select and retain an independent registered public accounting firm for the principal purpose of expressing its opinion on the annual financial statements and internal controls over financial reporting of the Company and its subsidiaries;

Act as the Board of Directors of the Company’s significant insurance company subsidiaries; and

Monitor, review and approve the operations and major policy decisions of the Company’s insurance subsidiaries.

In considering the qualifications and independence of Board members and candidates, the Governance and Nominating Committee and full Board seek to identify individuals who, at a minimum:

Satisfy the requirements for director independence, as set out in the Company’s Corporate Governance Guidelines, in the Listed Company Standards of the NYSE, and in the regulations of the SEC;

Are, or have been, senior executives of businesses or professional organizations; and

Have significant business, financial, accounting and/or legal backgrounds that lend themselves to the unique nature of the Company’s insurance underwriting operations in addressing market, customer, and societal needs.

In attracting and retaining members of the Board of Directors, the Company adheres faithfully to a non-discrimination policy. In addition to the personal characteristics already noted, Old Republic places great value on members’ long-term, successful experience in businesses and professions that can add meaningfully to its mission’s purpose and long-term strategy. In these regards, long board tenure is favored as it enables a knowledge-based, long-term perspective on the Company’s ~~classified Board, on one or more~~business, and provides greater assurance of stability, continuity, and sustainability of the enterprise and its mission. To these ends, Old Republic’s and its key insurance underwriting subsidiaries’ boards ~~and on one or more Board Committees. This requirement will apply to Mr. LeRoy once he becomes independent as defined below.~~

~~The commitment~~ of a substantial amount of time for meetings, for preparation thereof, and related travel is essential to the performance of a director’s responsibilities. As such, each director is expected to regularly prepare for and attend the meetings of the Board and each committee on which he or she serves. Owing to the risk-taking nature of much of the Company’s business, a demonstrated long-term orientation in a Board member’s business dealings and thought process is considered very important.

~~The Company’s Board of Directors has~~directors have been classified into three classes for many decades. ~~Excepting the possibility of uneven distribution among the classes, one-third of the Board is therefore elected annually.~~ This organizational structure is intended to promote continuity and stability of strategy and business direction for the best long-term interests of investors in the Company’s securities, the confidence of insurance subsidiaries’ policyholders, and the long-term expectations of other stakeholders.

~~The Board has followed a long-standing practice of reviewing the Annual Shareholders’ Meeting vote concerning directors as well as the other items~~staggered board organization recognizes policyholders’ dependence on the ~~agenda. It has historically considered votes withheld from the election~~insurance underwriting subsidiaries’ stability and reliability to meet their just obligations of a director as the equivalent to a vote against the director. In the event that any director receives a significant withhold vote in an election, the Governance and Nominating Committee shall investigate the reason or reasons for such a withhold vote. Following its investigation, the Committee shall make such recommendations to the full Board as are appropriate in lightfinancial indemnity over long periods of the circumstances. Such actions may include a request that the director resign, but it is possible that no action might be recommended, especially if the Committee determines that the withhold vote represented an expression of dissatisfaction with management rather than the individual director, or if the Committee determined that the vote was an effort by a special interest group or particular voting block to unduly influence the Company, or if the Committee determines the vote was an effort to obtain the attention of management, rather than a vote expressing dissatisfaction with a director’s individual performance or his or her abilities.time.

The long-term orientation to board service notwithstanding, the Company has a directors’ retirement policy ~~for those directors~~applicable to members who have attained age 75. Pursuant to this policy, the Board, at its meeting to slate directors for ~~2017,~~2019, evaluated the qualifications and long-term and continuing contributions of Messrs. ~~Hellauer, Steiner~~Dew, Dixon, and ~~Zucaro~~Van Mieghem as directors. ~~In accordance~~The Board, with ~~its policy, the Board of Directors, with the above~~these three individuals abstaining, unanimously recommended waiving ~~this policy~~the policy’s application and slated these incumbent directors for re-election.

~~Ten~~Twelve of the Company’s directors have been affirmatively determined to qualify as “independent” directors in accordance with Section 303A.02 of the Listed Company Standards of the NYSE, Rule 10C-1 and item 407 (a) of Regulation S-K of the SEC. Neither they nor any members of their immediate families have had any of the types of disqualifying relationships with the Company or any of its subsidiaries during ~~2016~~2018 or the two years prior to that, as set forth in subsection (b) of Section 303A.02 of the NYSE’s Listed Company Standards. The independent directors, who are listed below, selected a Lead Independent Director from among themselves ~~a Lead Director~~ and met on a regular basis during ~~2016~~2018 in executive sessions without management present. The Lead Independent Director is nominated by the Governance and Nominating Committee and is elected annually by the independent directors. Arnold L. Steiner was Lead Independent Director for ~~2016~~2018 and continues ~~as such through the date of this proxy statement.~~in that capacity. The independent directors ~~annually~~ vote on the Lead Independent Director position ~~in May.~~each year. The entire Board and each of its standing Committees conduct an annual self-evaluation, which includes a determination of each member’s independence.

Directors receive a broad array of public and internal proprietary information upon becoming members of the Board. This enables them to become familiar with the Company’s business, strategic plans, significant financial, accounting and management matters, compliance programs, conflict of interest policies, Code of Business Conduct and Ethics (see Code of Business Conduct and Ethics in the Governance section at www.oldrepublic.com), Corporate Governance Guidelines (see Governance section at www.oldrepublic.com), principal officers, and the independent registered public accounting firm. Further, the Company supports directors taking advantage of, and attending director education programs whenever convenient and appropriate. Even with such assistance and in part as the result of the specialized nature of the Company’s businesses and the regulatory framework in which it operates, it is the Company’s view that some time is typically required for a new director to develop knowledge of the Company’s business. Reflecting this necessary personal development, each director is expected to serve two or more three-year terms on the Company’s classified Board, on several of its key insurance subsidiaries’ boards, and on one or more Board Committees. Owing to the risk-taking nature of much of the Company’s business, a demonstrated long-term orientation in a Board member’s business dealings and thought processes is considered very important.

Periodically, the Board of Directors reviews the Company’s principles and practices of corporate governance. These were most recently reviewed during March 2019 meetings when it concluded that Old Republic’s current corporate governance principles and practices, including plurality voting for directors, the Rights Plan, and the absence of so-called proxy access provisions, are necessarily interwoven with:

The tenets of its long-held business governance practices, and

The critically important long-term orientation they serve and perpetuate.

As already discussed, the governance principles and practices emphasize stability, continuity, and sustainability of the enterprise as primary objectives for achieving the greatest long-term value for all stakeholders. To safeguard these objectives, the Company has had a shareholders’ rights plan in place for more than three decades. The plan, which was once again renewed in 2017 for a ten-year term, is intended to deter possible opportunistic hostile tender offers and other abusive takeover transactions that may favor one group of shareholders over another. The plan imposes substantial dilution upon any shareholder who acquires in excess of 20% of Old Republic shares without prior board approval. As a legally valid and powerful tool, the plan underpins and protects the Board’s ability to reject an unsolicited takeover proposal that it believes, in the good faith of its business judgment, is inadequate and not in the best long-term interests of Old Republic and all of its shareholders and other stakeholders.

As part of its governance duties, the Board reviews the Annual Meeting of the Shareholders vote concerning directors as well as other matters on the agenda. It has historically considered votes withheld from the election of a director as the equivalent to a vote against the director. In the event that any director receives a significant withhold vote in an election, the Governance and Nominating Committee is committed to investigating the reason or reasons for such a withhold vote. Following its investigation, the Committee can make such recommendations to the full Board as are appropriate in light of the circumstances. Such actions may include a request that the director resign, but it is possible that no action may be recommended.

The Board reviewed the 2018 Annual Meeting of the Shareholders vote, including the significant withheld votes that each director received. It concluded that certain shareholders, including significant institutional shareholders, withheld votes for directors because the corporate governance positions of the Company may not be consistent with certain stated preferences of those institutional shareholders and certain proxy advisory firms. As a result of its review, the Board determined not to request the resignations of any of the Class 1 directors following the 2018 shareholder meeting.

Membership on the Company’s Audit, Compensation, and Governance and Nominating Committees consists exclusively of independent directors. The members, chairpersons and vice-chairpersons of these Committees are recommended each year to the Board by the Governance and Nominating Committee in consultation with the Executive Committee. Each of the three Committees has the authority and funding to retain independent advisors or counsel as necessary and appropriate in the fulfillment of its duties. Each chairperson ~~shall set~~sets the agenda of their respective ~~Committees’~~Committee’s meetings, consulting as necessary and appropriate with the Chairman of the Board and CEO. All directors have full and free access to the Company’s management.

Periodically, the Board of Directors reviews its corporate governance practices and has most recently concluded that Old Republic’s current corporate governance principles and practices, including its positions on plurality voting for directors, its Rights Plan and proxy access, are necessarily interwoven with its business philosophy and the critically important long-term orientation of this philosophy which emphasizes stability, continuity, and sustainability of the enterprise as primary objectives for achieving the greatest value for all shareholders. As part of this review, the Company announced on February 23, 2017 that the Board of Directors approved an extension of the Company’s Rights Plan, with certain technical updates, to June 26, 2027. The Rights Plan was originally adopted by Shareholders in 1987 and has been periodically renewed by the Board of Directors thereafter. The Board believes the Rights Plan provides protection to shareholders, in the event of an unsolicited attempt to acquire the Company using abusive and unfair pressure without precluding certain attempts in which all shareholders are fairly treated, such as cash tender offers. Further, last year and again at its most recent meeting, the Board of Directors determined that a proxy access By-Law is not necessary as Old Republic’s governance structure already provides shareholders with various opportunities to hold the Board accountable in the nomination and election of directors. See the Company’s Statement in Opposition to the Shareholder’s Proposal on page 31 of this Proxy Statement.

PROCEDURES FOR THE APPROVAL OF RELATED PERSON TRANSACTIONS

In addition to a Code of Business Conduct and Ethics and a Code of Ethics for the Principal Executive Officer and Senior Financial Officer, Old Republic also has a conflict of interest policy, which is circulated annually and acknowledged by all directors, officers and key employees of the Company and its subsidiaries. This policy states that no director, officer, or employee of the Company or its subsidiaries may acquire or retain any interest that conflicts with the interest of the Company. This includes direct or indirect interests in entities or individuals doing business with the Company or its subsidiaries. If such a conflict occurs, the director, officer or employee is required to make a written disclosure of the conflict to the ~~Company.~~Company for evaluation by the Audit Committee or full Board of Directors.

The directors, officers and affected employees are required to notify the Company of the actual or potential existence of a related party transaction, as defined by the Listed Company Standards of the NYSE and the SEC rules. Directors are required to notify the Chairman of the Board, unless the Chairman is an affected director, in which case he or she is required to notify the Lead Independent Director. Executive officers are required to notify the CEO, unless the CEO is the affected executive, in which case he or she is required to notify the Chairman or Lead Independent Director, as appropriate. Under the procedures, the CEO, Chairman or Lead Independent Director, as applicable, must conduct a preliminary inquiry into the facts relating to any existing or potential related party transaction. If, based upon the inquiry and the advice of legal counsel, the CEO, Chairman or Lead Independent Director, as applicable, believe that an actual or potential related party transaction ~~exists;~~exists, he or she is required to notify the entire Board. In turn, the Board is required to conduct a full inquiry into the facts and circumstances concerning a conflicted transaction and to determine the appropriate actions, if any, for the Company to take. Any director who is the subject of an existing or potential related party transaction will not participate in the decision-making process of the Board relating to what actions, if any, shall be taken by the Company with respect to such transaction.

SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE

Section 16(a) of the Securities Exchange Act of 1934 requires the Company’s executive officers and directors, and persons who own more than ten percent of the Company’s Common Stock, to file reports of ownership and changes in ownership with the SEC. Based solely on reports and other information submitted by executive officers, directors and such other persons required to file, the Company believes that during the year ended December 31, 2018, all reports required by Section 16(a) have been properly filed, except that Mr. Walker filed a late report reflecting an offsetting sale following an unintended purchase transaction.

THE BOARD AND ITS COMMITTEES

The Board of Directors met four times, once each quarter, and participated in anone interim ~~telephone~~telephonic meeting in ~~2016.~~2018. Each incumbent director attended at least 75% of the aggregate of the meetings of the Board and committees on which each served. The Company does not require its Board of Directors to attend the Annual ~~Shareholders’~~ Meeting of the Shareholders, as such meeting is conducted by the Chairman and CEO who is the designated ~~spokesperson for~~executive to speak with one voice in the ~~Company and represents~~representation of the entire Board of Directors for these and other purposes.

The following table shows the membership inof the Board of Directors and its Committees as of the date of this proxy statement.

BOARD AND COMMITTEE MEMBERSHIP

Committees

Director

Independent

Directors(a)

Other

Directors(b)

Executive

Audit

Governance

and

Nominating

Compensation

Independent Directors(a)

Other Directors(b)

Audit

Compensation

Executive

Governance and Nominating

Steven J. Bateman (1)

l(e)

Steven J. Bateman

l(c)

Harrington Bischof

Jimmy A. Dew

John M. Dixon

l(c)

l(d)

James C. Hellauer

l(e)

Charles J. Kovaleski (e)

Spencer LeRoy III

Peter B. McNitt (f)

l(c)

Glenn W. Reed

Arnold L. Steiner

l(f)

l(g)

Fredricka Taubitz

l(c)(e)

l(c)(d)

Charles F. Titterton

l(e)

l(c)

l(d)

Dennis P. Van Mieghem

l(d)(e)

l(d)

l(c)(h)

l(h)

Steven R. Walker

l(d)

l(h)

Aldo C. Zucaro

l(c)

l(d)

Number of scheduled and special meetings

Number of written consents and telephone meetings

Number of meetings


(a)	Independent Director as that term is defined in SEC Rules and the Listed Company Standards of the NYSE.


(b)	The Other Director classification includes all directors who are members of management, or do not currently meet the standard indicated in (a) above.


(c) ~~Chairman. (d) Vice-Chairman. (e)~~	Financial Experts as that term is defined in SEC Regulation S-K. ~~(f) Lead Director.~~

~~(1)~~
(d)	Chairman


(e)	Mr. ~~Steven~~Charles J. ~~Bateman~~Kovaleski was elected as a director on ~~February~~August 23, ~~2017~~2018 and ~~while listed in this table and the sections below~~only attended Board meetings after that date.


(f)	Mr. Peter B. McNitt was elected as a ~~member of the Audit~~director on January 30, 2019 and ~~Compensation Committees, he~~ did not attend ~~or serve on these committees during 2016.~~meetings prior to that date.


(g)	Lead Independent Director


(h)	Vice-Chairman



Audit Committee
Members:	Steven J. Bateman ~~James C. Hellauer~~ ~~Fredricka Taubitz, Chairman~~	Charles F. Titterton
	Peter B. McNitt	Dennis P. Van Mieghem, Vice-Chairman
	Glenn W. Reed	Steven R. Walker
	Fredricka Taubitz, Chairman

The Audit Committee operates pursuant to a written charter approved by the Board of Directors, performs an annual self-evaluation, and like all other Board committees reports through its chairman in making recommendations to the full Board. While information appearing on the Company’s website is not incorporated by reference in this proxy statement, the Committee’s charter may be viewed at www.oldrepublic.com. Printed copies are available to shareholders upon request.

The Audit Committee is organized to assist the Board in monitoring: (1) the integrity of the Company’s financial statements and the effectiveness of the Company’s internal controls over financial reporting, (2) the Company’s compliance with legal and regulatory requirements, (3) the qualifications and independence of the registered public accounting firm, and (4) the qualifications and performance of the Company’s internal audit function. Further, it is charged with preparing the annual report required by SEC rules to be included in the Company’s proxy statement (which is printed below), and serving as the audit committee of each of the Company’s regulated insurance subsidiaries to the extent required by the National Association of Insurance Commissioners’ Model Audit Rule. It operates pursuant to a written charter approved each year by the Board of Directors and performs an annual self-evaluation. While information appearing on the Company’s website is not incorporated by reference in this proxy statement, the Committee’s charter may be viewed at ~~www.oldrepublic.com. Printed copies are available to shareholders upon request.~~

The Audit Committee held ~~four~~seven meetings during ~~2016 and had four telephonic conference calls~~2018 with the Company’s independent registered public accounting firm and management, four of which were held prior to the Company’s filing of quarterly reports on SEC Form 10-Q and its annual report on SEC Form 10-K.

Old Republic has dedicated significant resources across the enterprise to monitor and address its cyber and information security risks. A working group established across all operating subsidiaries meets regularly and reports to members of senior management. On a quarterly basis, management updates the Audit Committee on current issues. Third party consultants are retained at the parent level and their expertise is available to all subsidiaries.

Each Audit Committee member has been affirmatively determined by the Board of Directors to qualify as “independent”, in accordance with SEC Rule 10A-3(b)(1) and the NYSE’s Listed Company Standards. ~~Four~~Five members of the Committee are deemed to qualify as audit committee financial experts as that term is defined in SEC Regulation S-K. No member served on the audit committees of three or more unrelated publicly held companies. ~~The members of the Audit Committee are shown above.~~



Compensation Committee
Members:	Steven J. Bateman	Glenn W. Reed
	Harrington Bischof	Arnold L. Steiner
	Jimmy A. Dew	Fredricka Taubitz
	John M. Dixon, Chairman	~~Arnold L. Steiner~~ ~~Fredricka Taubitz~~ Dennis P. Van Mieghem, ~~Vice Chairman~~ Vice-Chairman
	Peter B. McNitt

The Compensation Committee operates pursuant to a written charter approved by the Board of Directors, performs an annual self-evaluation and, like all other Board committees, reports through its chairman in making recommendations to the full Board. While information appearing on the Company’s website is not incorporated by reference in this proxy statement, the Committee’s charter may be viewed at www.oldrepublic.com. Printed copies are available to shareholders upon request.

The Compensation Committee is responsible for: (1) evaluating the CEO’s performance and setting ~~Compensation~~compensation (“~~Compensation”~~compensation” meaning the annual salary, bonus, incentive and equity ~~compensation)~~compensation package), (2) reviewing and approving, with input from the CEO and President of the Company, the evaluation and ~~Compensation~~compensation of ~~the~~certain other executive officers and senior executives of the Company and its subsidiaries, (3) reviewing and advising on general levels of ~~Compensation~~compensation of other employees, (4) reviewing the Company’s pension, incentive compensation and stock option plans, (5) preparing the annual report (which is printed below) required by SEC rules to be included in the Company’s proxy statement ~~(which is printed below),~~ (6) retaining compensation consultants, independent legal counsel or other advisers, and (7) taking ~~any action~~such other actions as may be necessary to perform its functions. The Committee is also responsible for reviewing directors’ ~~compensation and subjects itself to an annual performance self-evaluation.~~compensation.

Each Compensation Committee member ~~of the Committee~~ has been affirmatively determined by the Board of Directors to qualify as “independent” in accordance with SEC rules and the ~~judgment of the Company’s Board of Directors and according to the~~NYSE’s Listed Company Standards of the NYSE and the SEC rules. The Board of Directors considered all factors specifically relevant to determining whether Committee members have any relationships which would be material to the member’s ability to be independent. The Committee has the sole discretion and adequate funding to retain the services of a compensation consultant, legal counsel and other advisors that will be directly responsible to the Committee.Standards. The independence and possible conflicts of ~~such~~interest of consultants, counsels or advisors ~~which is~~retained by the committee (as required by the NYSE’s Listed Company Standards and SEC Rule ~~10C-1,~~10C-1) are taken into consideration when they are selected. Inquiries into any possible conflicts of interest are made when such persons are retained and annually thereafter, if their services are continued. ~~As part of its function, the Committee has the ability to retain an independent compensation consultant, and in~~

In 2012 and 2016, the Committee retained Frederic W. Cook & Co., Inc., to review the Company’s compensation programs and procedures ~~for compensation for~~applicable to the Company’s executive officers. ~~The consultant’s reviews included~~In 2018, the review of directors’ compensation was added to that of executive officers. In each case, the consultant was asked to provide a comparison of the compensation programs of companies similar in size, operation and organization to the Company, including a review of a peer group of companies determined by the Committee to be appropriate for comparison. The consultant has not performed noany other work for the Company or any of its subsidiaries and has played no role in recommending the amount and form of compensation for the executive officers or directors of the ~~Company and~~Company. The consultant is considered independent according to SEC Rule 10C-1 and the requirements of the Dodd-Frank Act. All Compensation recommendations are made solely by the Compensation Committee following consultation with the CEO and the President regarding the Company’s executive officers (other than the CEO and the President) and other senior members of the Company’s management.

11The Compensation Committee, at the direction of the Board, has reviewed the Company’s compensation policies and practices and has concluded that they do not encourage ORI’s senior executives or employees at large to take

unnecessary or excessive risks to attain short-term results, or that could adversely affect management of the Company for the long run.



Executive Committee
Members:	Harrington Bischof	Steven R. Walker
	John M. Dixon	Aldo C. Zucaro, Chairman
	Arnold L. Steiner

~~COMPENSATION MATTERS~~

COMPENSATION MATTERS

COMPENSATION COMMITTEE REPORT FOR ~~2016~~

The following Report of the Compensation Committee does not constitute solicitation material and should not be deemed filed or incorporated by reference into any other Company filing under the Securities Act of 1933 or the Securities Exchange Act of 1934, except to the extent the Company specifically incorporates this Report by reference therein.2018

The Compensation Committee met its oversight responsibilities for the year ~~2016~~2018 by reviewing and discussing with the Company’s management the Compensation Discussion and Analysis (“CD&A”) contained in this proxy statement. Based upon this review, its discussions and its activities, the Compensation Committee recommended that the CD&A be included in this proxy statement.



	By the Compensation Committee:
	Steven J. Bateman	Glenn W. Reed
	Harrington Bischof	Arnold L. Steiner
	Jimmy A. Dew	Fredricka Taubitz
	John M. Dixon, Chairman	~~Arnold L. Steiner~~ ~~Fredricka Taubitz~~ Dennis P. Van Mieghem, ~~Vice-Chairman~~ Vice Chairman

Mr. Steven J. Bateman did not sign the Compensation Committee Report as he was not a member of the Committee during 2016 and did not participate in the review of the CD&A included in this proxy statement.

COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION

None of the members of the Compensation Committee has served within the last three years as an officer or employee of the Company or any of its subsidiaries, nor has any executive officer of the Company served as a director or member of a compensation committee for any company that employs any director of the Company or member of the Compensation Committee.

DIRECTORS’ COMPENSATION

InSince 2016, the directors have received an annual retainer of $120,000, plus an additional annual committee fee of ~~$10,000~~$12,000 for each committee on which they ~~serve.~~served. Effective January 1, ~~2017, the~~2019, this annual ~~committee~~retainer and fee ~~shall~~will increase to ~~$12,000.~~$130,000 and $13,000, respectively. The Lead Independent Director, Mr. Steiner, and the chairmen of the Governance and Nominating and Compensation Committees, Messrs. Titterton and Dixon, ~~respectively,~~ each received an additional annual retainer of ~~$10,000. Effective January 1, 2017, these fees shall~~$12,000 from 2016 to 2018; this amount will increase to ~~$12,000.~~$13,000 in 2019. Ms. Taubitz, as Chairman of the Audit Committee, received an additional annual retainer of ~~$15,000. Effective January 1, 2017,~~$18,000 since 2016 and this ~~fee shall~~amount will increase to ~~$18,000.~~$19,500 for 2019. Each of the Committees’ Vice-Chairmen received an additional retainer of ~~$5,000. Effective January 1, 2017,~~$6,000 for the same three-year period and this ~~fee shall~~amount will increase to ~~$6,000.~~$6,500 for 2019. Independent directors also serve as directors of regulated subsidiaries of the Company and these fees cover service on such subsidiary boards and related committees. Directors’ compensation is reviewed annually, and any changes are recommended by the Compensation Committee, in consultation with the CEO and any independent consultant retained by the Compensation Committee for that purpose. The Compensation Committee’s recommendations are, in turn, voted upon by the full Board. Directors who are employees of the Company or its subsidiaries receive no compensation for their services as directors or committee members.

Non-employee directors are not currently eligible for stock awards, stock options, incentive compensation awards, deferred compensation awards, pensions, or any other compensation programs or arrangements ~~which~~that the Company might offer to its employees or those of its subsidiaries. Independent directors may not receive any form of compensation from the Company other than director’s fees in order to remain qualified as independent. ~~As a result, the fees shown below are the total fees paid to directors.~~ Mr. Zucaro, as an employee ~~and CEO~~ of the Company, has his compensation reported in the Summary Compensation Table shown elsewhere in this proxy statement. Mr. Dew, who is retired from Republic Mortgage Insurance Company (“RMIC”), a subsidiary of the Company, ~~has~~and Mr. LeRoy, who is the retired General Counsel of the Company, have received no non-retirement compensation from RMIC or the Company during the last three years other than the annual retainer ~~that other directors receive~~ and is now deemed independent. Mr. LeRoy retired as General Counsel of the Company effective July1, 2014 and has received no compensation from the Company since he became a director in 2015 other than the annual retainercommittee fees that other directors receive. As such, each has been determined to be an “independent director” by the Board as that term is used in Section 303A.02 of the Listed Company Standards of the NYSE, Rule 10C-1 and item 407 (a) of Regulation S-K of the SEC.

The following table ~~below~~ lists the compensation paid to each director of the Company eligible to receive such fees. In addition to director fees, the Company and its subsidiaries either directly pay or reimburse directors for travel, lodging and related expenses incurred in attending director or Committee meetings.

~~2016~~

2018 Directors’ Compensation~~(1)~~
Name		Fees Earned or Paid in Cash
~~Harrington Bischof~~ Steven J. Bateman		$~~150,000~~144,000
Harrington Bischof		156,000
Jimmy A. Dew		~~130,000~~132,000
John M. Dixon		~~160,000~~168,000
~~James C. Hellauer~~ Charles J. Kovaleski (1)		~~140,000~~45,000
Spencer LeRoy III		~~120,000(2)~~132,000
Glenn W. Reed		152,000
Arnold L. Steiner		~~160,000~~168,000
Fredricka Taubitz		~~155,000~~162,000
Charles F. Titterton		~~150,000~~156,000
Dennis Van Mieghem		~~150,000~~156,000
Steven R. Walker		~~155,000~~162,000

~~(1)~~
(1)	In 2018, Mr. ~~Bateman is not listed as he~~Kovaleski received compensation for his service on the Company’s Board and for his service on the board of governors of Attorneys’ Title Fund Services, LLC. Mr. Kovaleski’s compensation for his service on the Company’s Board was ~~not a director during 2016 and received no compensation from the Company during that year.~~

~~(2)~~

~~Mr. LeRoy’s compensation~~$40,000 in 2018, which reflects the fact that he ~~had no committee responsibilities~~was elected a director in August 2018 and did not serve on any Committees during ~~2016.~~the year. He received $5,000 for his service on the board of governors of Attorneys’ Title Fund Services, LLC. Mr. Kovaleski’s compensation in the table above does not reflect a special award he received for 2017 (and paid in 2018) of $399,808 (consisting of a cash award of $295,194 and an equity award of 4,986 shares with a value of $104,614 at the award date). This award was made under the Company’s Incentive Compensation Plan to Mr. Kovaleski, a former employee of the Title Insurance segment, because certain pre-set, five-year underwriting/service income performance objectives for the Title Insurance segment were satisfied in 2017. Mr. Kovaleski resigned from the board of governors of Attorneys’ Title Fund Services, LLC effective December 31, 2018.

~~COMPENSATION DISCUSSION AND ANALYSIS~~

COMPENSATION DISCUSSION AND ANALYSIS

Compensation Philosophy and Objectives

Compensation levels are set to enable the Company to attract, reward and retain key executives and other associates critical to its long-term success. The ~~Company~~Board of Directors believes that compensation paid to executive officers with major policy setting responsibilities should be closely aligned with the Company’s performance ~~of the Company~~ on both a short-term and long-term basis. In this regard, ~~performance~~incentive compensation is ~~evaluated~~established principally on the basis ofof: (a) premiums and fees growth, (b) achieved returns on equity ~~and~~in excess of a preset minimum, (c) growth in operating earnings, and (d) underwriting results over ~~multi-year~~minimum five-year periods. For all executive officers, ~~and~~ senior members of ~~the Company’s~~ management, and key employees, compensation is based in part on ~~the foregoing financial~~these factors, as well as on their individual ~~performances.~~performances in the long-term interest of the Company.

~~The executive~~Executive officers ~~of the Company,~~ including the CEO and Chief Financial Officer (“CFO”), do not have employment contracts. They and all other associates of the Company and its subsidiaries are ~~“employees at-will”~~“employees-at-will”. Compensation for most senior members of ~~the Company’s~~ management is set annually by the Compensation Committee of the Board of Directors based either inon its sole determination or in consultation with the CEO ~~and, as requested,~~and/or the President. The Company does not generally set any salary, incentive award or stock option based on targets or conditions for its executive officers ~~which~~that will automatically result in salary increases or awards based solely on the achievement of such targets or conditions. Rather, the Company attempts to make the total compensation paid to executive officers, the most senior members of ~~the Company’s~~ management and its other employees reflective of the financial performance achieved by the Company and the individual divisions or operating units for which they work. In certain cases, employees’ individual performance is subjectively evaluated and their incentive compensation is set at levels reasonably competitive with Old Republic’s understanding of compensation employment benefit levels at other companies in the insurance industry. In reaching compensation decisions, the Company does not measure each individual element of compensation against similar elements paid by other companies or its peer group, nor is any compensation element or the total compensation paid to any executive based solely on comparisons with those of other companies or their executives.

The ~~Company’s~~ Board of Directors and Compensation Committee reviewed last year’s shareholder vote concerning executive compensation and took into account that vote along with all other considerations in its review and determination of compensation for the current year. In the normal course of events, the Committee expects to also consider that vote and future votes concerning executive compensation when reviewing any possible changes in compensation programs.

The companies Old Republic has selected as members of its peer group for ~~2016 were:~~2018 are: American Financial Group, Inc., American International Group, Inc., W. R. Berkley Corporation, Chubb Limited, Cincinnati Financial Corporation, CNA Financial Corporation, Fidelity National Financial, Inc., First American Financial Corporation, ~~Markel Corporation,~~The Hartford Financial Services Group, Inc., Stewart Information Services Corporation and The Travelers Companies, Inc. ~~and XL Group Plc. (The above peer group reflects the fact that Ace Limited was merged into Chubb Limited during 2016 and that American International Group, Inc. was added.) A~~(A comparison of the aggregate stock performance of Old Republic and ~~the above~~this peer group ~~and former peer group appear~~appears in the ~~charts~~chart in Part II of the Company’s Annual Report on Form 10-K, and ~~pages 35 and 36~~on page 11 of this Proxy statement.)

Executive Performance Considered in Reaching Compensation Decisions

~~The Company~~Old Republic rewards performance ~~which~~that the Compensation Committee believes will lead to both the short and long-term success of the Company and its subsidiaries. The Committee evaluates the Company’s CEO performance and compensation primarily in the context of the following factors.

·	~~Vision and planning in managing the Company for the long run;~~

Vision and planning in managing the Company for the long-run

·	~~Strategies established and implemented to accomplish this important objective;~~

Strategies established and implemented to accomplish this important objective

·	~~Leadership qualities;~~

Leadership qualities

·	~~Judgment in making decisions regarding plans and general management of the Company’s affairs;~~

Judgment in making decisions regarding plans and general management of the Company’s affairs

·	~~Commitment to achieving goals, especially when faced with adversity;~~

Commitment to achieving goals, especially when faced with adversity

·	~~Ability in setting objectives and promoting the best interests of the Company’s shareholders, the beneficiaries of its subsidiaries’ insurance policies, and those of other stakeholders; and~~

Ability in setting objectives and promoting the best interests of the Company’s shareholders, the beneficiaries of its subsidiaries’ insurance policies, and those of other stakeholders

·	~~Adherence to high ethical standards that promote and protect the Company’s good name and reputation.~~

Adherence to high ethical standards that promote and protect the Company’s good name, culture and reputation

None of these factors is given any greater weight than another. Rather, each Compensation Committee member subjectively reviews these factors in the aggregate and exercises his or her best professional business judgment in reaching conclusions. The Committee ~~solely~~independently evaluates the CEO’s performance and compensation, and that of other key executive officers in consultation with the CEO and ~~it may seek the input of~~ other members of the Office of the Chief Executive ~~Officer.~~Officer as circumstances warrant. The performance of certain non-policy-making senior members of the Company’s management is ~~likewise reviewed by the Committee in consultation with the CEO.~~similarly reviewed.

Elements of Compensation and the Factors and Rationale in Determining Compensation Amounts

The compensation paid byto the ~~Company to its~~ CEO, other executive officers, and senior members of the Company’s and key operating subsidiaries’ management is usually composed of the following basic ~~elements:~~elements treated as a total compensation package:

·	~~Annual Salary;~~

Annual salary;

Awards issued under the Company’s Key Employee Performance Recognition Plan (“KEPRP”), which are usually comprised of both cash and deferred amounts. These awards are principally based on participants’ annual salaries, and five-year running averages of growth in premium, fees, underwriting/service income and operating earnings (excluding realized investment gains or losses) achieved by the Company and its subsidiaries over multi-year periods, and the return on equity in excess of a minimum target return on U.S. Treasury Securities, excluding the impact of the RFIG run-off on consolidated underwriting results. In certain cases, special awards based upon individuals’ performances or extraordinary contributions in any one year or longer period of time are considered;

Awards issued under the Key Employee Performance Recognition Plan (“KEPRP”) maintained by the Company or any one of its subsidiaries, which are usually comprised of both cash and deferred compensation. These awards are principally based on the factors described in the first paragraph under Compensation Philosophy and Objectives. In relatively few cases, special awards based upon individuals’ performances or extraordinary contributions in any one year or longer period of time may also be made;

·	~~Awards issued under the Incentive Compensation Plan (traditionally stock options) in conjunction with awards under the KEPRP;~~Awards issued under the Incentive Compensation Plan (traditionally stock options); and

·	Other employment benefits such as life and health insurance programs, the ESSOP, and the BSP.

The following table shows the segmented sources of Old Republic’s pretax operating income and its net operating income or loss for the past five years. The level and trends in earnings of such segments and their past and most recent contributions to the Company’s growth in the shareholders’ equity account are important considerations in the determination of cash and stock option incentive compensation for ~~certain~~ executive officers and other senior members of the Company’s ~~policy-making~~ executive team.

Segmented Operating Results ($ in Millions)
2016 2015 2014 2013 2012
Pretax operating income (loss) (a):
General insurance
$ 319.9 $ 336.4 $ 221.3 $ 288.3 $ 261.0
Title insurance
210.2 166.8 99.5 124.3 73.8
Corporate and other (b)
13.0 7.6 5.7 2.1 (2.7)
Subtotal
543.3 511.0 326.7 414.7 332.1
RFIG run-off business 69.8 29.4 10.3 110.0 (508.6)
Total
613.1 540.4 337.1 524.8 (176.4)
Income taxes (credits) on operating income (loss) 193.5 177.7 104.3 173.2 (76.6)
Net operating income (loss) (a)
$ 419.6 $ 362.7 $ 232.7 $ 351.6 $ (99.7)



	Segmented Results ($ in Millions)
	2018		2017		2016		2015		2014
Segmented and consolidated pretax income (loss)
excluding investment gains (losses):
General insurance	$	363.9	$	340.3	$	319.9	$	336.4	$	221.3
Title insurance		219.3		237.1		210.2		166.8		99.5
Corporate and other (a)		40.4		9.9		13.0		7.6		5.7
Subtotal		623.8		587.3		543.3		511.0		326.7
RFIG run-off business		49.9		(73.5)		69.8		29.4		10.3
Consolidated pretax income (loss)
excluding investment gains (losses)		673.7		513.8		613.1		540.4		337.1
Income taxes (credits) on above (b)		117.2		195.7		193.5		177.7		104.3
Net income (loss) excluding
investment gains (losses)	$	556.4	$	318.0	$	419.6	$	362.7	$	232.7

~~(a)~~

Operating income is a non-GAAP reflection of the Company’s business results inasmuch as it excludes investment gains or losses from sales of securities or impairments in the value of portfolio securities.

~~(b)~~(a)

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


(b)	2017 Includes $41.8 of deferred income tax expense to adjust to the 21% tax rate of 2018 pertaining to operations as of December 31, 2017.

SUMMARY COMPENSATION TABLE

The following table ~~on the next page~~ shows the compensation summary for the ~~Chairman and CEO, the CFO and the other~~senior policy-making executive ~~officers responsible for the operations of the Company and its subsidiaries in the above segments.~~officers. Bonus and stock option awards for Messrs. Zucaro, Mueller, Rager, and ~~Rager were~~Smiddy are based to a significant degree on the Company’s consolidated ~~results; those of Mr. Smiddy were based primarily on the~~ results, ~~of the General Insurance segment,~~ while Mr. Yeager’s compensation ~~was~~is largely based on the results of the Title Insurance segment.

Please See Continuation on Next Page



SUMMARY COMPENSATION TABLE
(a) Name and Principal Positions	(b) Year	(c) Salary		(d) Bonus (1)			(e) Value of Stock Option Awards (2)		(f) Change in Pension Value and Nonqualified Deferred Compensation Earnings (3)(4)			(g) All Other Compensation (5)		(h) Total ($)
Aldo C. Zucaro	2018	$	936,667	$	797,332		$	308,000	$	1,076,134	(3)	$	17,158	$	3,135,291
ORI Chairman and	2017	911,666		740,899			327,000		645,543		(3)	19,527		2,644,635
Chief Executive Officer	2016	895,000		636,809			350,000		306,047		(3)	18,017		2,205,873
	2015	870,000		582,978			268,000		416,266		(3)	18,526		2,155,770
	2014	855,000		31,109			306,000		368,087			17,110		1,577,306

Karl W. Mueller	2018	481,667		256,810			138,600		—		(3)	19,001		896,078
ORI Senior Vice President	2017	471,666		239,969			129,165		47,946			18,694		907,440
and Chief Financial Officer	2016	465,000		209,901			131,250		288			17,657		824,096
	2015	455,000		191,344			73,700		—		(3)	16,610		736,654
	2014	445,000		140,701			107,100		63,151			13,034		768,986

R. Scott Rager	2018	530,833		756,682			184,800		—			37,644		1,510,009
ORI Executive Vice Chairman	2017	518,333		690,673			179,850		—			33,506		1,422,362
	2016	510,000		602,869			175,000		—			32,469		1,320,338
	2015	500,000		544,828			80,400		—			31,145		1,156,373
	2014	490,000		303,977			113,220		—			30,571		937,768
				(8)
Craig R. Smiddy	2018	581,667		622,105			154,000		—			14,990		1,372,762
ORI President and Chief	2017	494,999		562,367			98,100		—			14,888		1,170,354
Operating Officer	2016	485,000		473,349			87,500		—			14,277		1,060,126
	2015	475,000		428,780			33,500		—			13,518		950,798
	2014	460,000		375,000			44,370		—			13,112		892,482

Rande K. Yeager	2018	529,712		684,219			138,600		—		(3)	20,760		1,373,291
Chairman and Chief	2017	519,134		2,093,977		(6)	171,675		41,806			21,741		2,848,333
Executive Officer −	2016	510,000		686,357			140,000		26,674			20,704		1,383,735
Title Insurance Group	2015	495,000		606,369			80,400		—		(3)	19,965		1,201,734
	2014	485,000		387,952			114,750		93,014			21,085		1,101,801

SUMMARY COMPENSATION TABLE
(a)
Name and Principal Positions
(b)
Year
(c)
Salary
(d)
Bonus (1)
(e)
Value of
Stock
Option
Awards (2)
(f)
Change in
Pension Value
and Nonqualified
Deferred
Compensation
Earnings (3)(4)

(g)
All Other (5)
Compensation

(h)
Total ($)
Aldo C. Zucaro 2016 $ 895,000 $  636,809 $350,000           $306,047 (3) $18,017 $2,205,873
ORI Chairman and 2015 870,000 582,978 268,000                  416,266               18,526 2,155,770
Chief Executive Officer 2014 855,000 31,109 306,000                  368,087               17,110 1,577,306
2013 828,333 283,340 119,700                  69,315               13,677 1,314,365
2012 810,000 155,197 89,654                  224,997               13,544 1,293,392

Karl W. Mueller 2016 465,000 209,901 131,250                  288               17,657 824,096
ORI Senior Vice President 2015 455,000 191,344 73,700            — (3)               16,610 736,654
and Chief Financial Officer 2014 445,000 140,701 107,100                  63,151               13,034 768,986
2013 431,667 171,469 55,575                  25,395               8,568 692,674
2012 421,667 152,045 41,625                  56,292               7,984 679,613

R. Scott Rager (6) 2016 510,000 602,869 175,000
—
              32,469
   1,320,338
ORI President and 2015 500,000 544,828 80,400                 —               31,145
1,156,373
Chief Operating Officer 2014 490,000 303,977 113,220                 —               30,571 937,768
2013 476,667 388,708 55,575                 —               24,763 945,713
2012 466,667 336,115 41,625                 —               21,547 865,954

Craig R. Smiddy (7) 2016 485,000 473,349 87,500                 —               14,277
   1,060,126
President and Chief 2015 475,000 428,780 33,500                 —               13,518 950,798
Operating Officer − 2014 460,000 375,000 44,370                 —               13,112 892,482
General Insurance Group 2013 184,327 — —                 — 239,733 (8) 424,060

Rande K. Yeager 2016 510,000 686,357 140,000
          26,674
              20,704
   1,383,735
Chairman and Chief 2015 495,000 606,369 80,400 — (3)               19,965 1,201,734
Executive Officer − 2014 485,000 387,952 114,750                  93,014               21,085 1,101,801
Title Insurance Group 2013 471,250 400,656 51,300                  53,308               16,683 993,197
2012 455,833 250,000 27,537                  175,807               13,053 922,230

(1)

InThe awards in this ~~table, awards~~column are made pursuant to the ORI KEPRP, or in the case of Mr. Yeager, the KEPRP of the Title Insurance Group. Awards attributed to any one year are based on calculations and Compensation Committee ~~approval~~approvals made in the following year. ~~The calculations used to determine the awards are based on the evaluation~~Column (d) of the ~~Company’s performance metrics averaged over the previous five years. The~~ table includes the combined cash and deferred incentive compensation awards granted under the Company’s ~~performance recognition plans~~KEPRP or similar plans maintained by ~~subsidiaries of the Company. Under the KEPRP, effective~~its subsidiaries. Effective with the performance year 2017, the first $50,000 of KEPRP awards is paid in cash. For 2016, the first $37,500 ~~shall be~~was paid in ~~cash. Prior to that change,~~cash, and in prior years the first $25,000 of any award was paid in cash. For awards in excess of ~~those~~these amounts, 50% of the excess is paid in cash and 50% is deferred. The deferred amounts included in this column are usually not payable before the person retires at 55 years of age or later. The deferred amounts accrue interest for awards made after 2004. No incentive compensation awards were granted for the years 2012 and 2013 under the Company’s Key Employee Performance Recognition Plan as this plan was suspended due to the poor consolidated results during those years. In those years, however, certain subsidiary plans remained in place and certain executive officers and other employees were granted bonus awards based on segmented results or on the basis of a subjective evaluation of their individual performance. The ~~awards~~amounts set forth for all executive officers include the amount of the present year award and the amount of interest accrued during the year on ~~their~~ deferred balances from prior years’ awards. For Mr. Zucaro, the amount for 2014 represents only interest on his prior years’ ~~awards.~~deferred awards as he received no award in that year. See footnote (6) with regard to a special award granted to Mr. Yeager also included in his column (d) bonus for 2017.

(2)

The awards in this column (e) are made pursuant to the Incentive Compensation Plan. The value of options is calculated pursuant to the Black-Scholes model. The option values represent the estimated present value as of the date the options were granted. Accordingly, the option awards included under this column were granted in the years shown and reflect, among other factors previously noted, an evaluation of earnings trends and returns on equity for prior years.

The significant factors and assumptions incorporated in the Black-Scholes model used to estimate the value of the options include the following:


a)	Options are issued with an exercise price equal to 100% of the per share value at the close of trading (the “Fair Market Value”) of Common Stock on the business day immediately preceding the date of grant. The “Grant Date” shall be the date the Compensation Committee grants an option and the date from which the option term shall be measured.


b)	The term of each option is 10 years (unless such terms are otherwise shortened or forfeited due to termination of employment) and it is assumed that these executives will hold these options for an average of 8 years.


c)	Specific interest rates are used for valuing the awards. Such rates are predicated on the interest rate on U.S. Treasury securities on the date of grant with a maturity date corresponding to that of the expected option life.


d)	A stock price volatility factor is utilized in valuing the option awards. This factor is calculated using daily stock prices for the period prior to the Grant Date corresponding with the expected option life.


e)	Expected annual dividend yields ranging between ~~4.4%~~4.0% and ~~6.9%~~5.1% are used in the calculation of the awards.

The ultimate value of the options will depend on the future market price of the Company’s Common Stock which cannot be forecasted with reasonable accuracy. The actual value, if any, that an optionee may realize upon exercise of an option will be based on the excess of the market value over the exercise price on the date the option is exercised.

The ultimate value of the options will depend on the future market price of the Company’s Common Stock which cannot be forecasted with reasonable accuracy. The actual value an optionee may realize upon exercise of an option, if any, will depend on the excess of the market value over the exercise price on the date the option is exercised.

(3)

Represents the aggregate change in the actuarial present value of the accumulated benefits under ~~the Company’s~~Old Republic’s defined benefit pension ~~plan.~~plan (“the Company’s pension plan”). Plan benefits were frozen as of December 31, 2013. The ~~year over year~~year-over-year change in the present value of accumulated benefits resulted in negative amounts in 2015 for Messrs. Mueller and Yeager ~~of $11,927~~($11,927 and $90,632, ~~respectively,~~respectively) because of changes in the underlying actuarial assumptions. For Mr. Zucaro, there was a negative impact of $16,376 for Old Republic’s defined benefit pension plan and a positive impact of $432,642 for the Old Republic International Corporation Executives Excess Benefit Plan. As a result, there was a net positive impact of $416,266 for Mr. Zucaro for 2015. For 2016, the year over year change in the present value of accumulated benefits for Mr. Zucaro, had a negative impact of $55,211 for Old Republic’s defined benefit pension plan and a positive impact of $361,258 for the Old Republic International Corporation Executives Excess Benefit Plan. As a result, there was a net positive impact of $306,047 for Mr. Zucaro in 2016.

changes in the underlying actuarial assumptions. SEC rules require that these negative changes be treated as zeros. For Mr. Zucaro, there was a negative impact of $16,376 for the Company’s pension plan and a positive impact of $432,642 for the Old Republic International Corporation Executives Excess Benefit Plan (“the Excess Benefit Plan”) for a combined net positive impact of $416,266 for 2015. For 2016, the year-over- year change in the present value of accumulated benefits for Mr. Zucaro, had a negative impact of $55,211 for the Company’s pension plan and a positive impact of $361,258 for the Excess Benefit Plan for a combined net positive impact of $306,047. For 2017, the year-over-year change in the present value of accumulated benefits for Mr. Zucaro had a negative impact of $205,520 for the Company’s pension plan and a positive impact of $851,063 for the Excess Benefit Plan for a combined net positive impact of $645,543. For 2018, the year-over-year change in the present value of accumulated benefits resulted in negative amounts for Messrs. Mueller and Yeager of $23,264 and $117,997, respectively, because of changes in the underlying actuarial assumptions. SEC rules require that these negative changes be treated as zeros. For Mr. Zucaro, there was a negative impact of $228,233 for the Company’s pension plan and a positive impact of $1,076,134 for the Excess Benefit Plan for a combined net positive impact of $1,304.367.


(4)	The Company does not have any non-qualified deferred compensation plans that credit above market or preferential earnings to participants.

(5)

Includes all minor amounts ~~covering~~covering: (a) the Company’s matching contribution to the executive officers’ ESSOP ~~accounts;~~accounts, (b) the Company’s contribution to the executive officer’s Baseline Security Plan (“BSP”) ~~accounts;~~accounts, (c) the value of the Company’s group term life insurance plan treated as ~~income;~~income, (d) the value of the personal use of any vehicle supplied for Company ~~business;~~business, and (e) the personal value of meals and club dues incurred for Company business.

(6)

Mr. ~~Rager became President~~Yeager’s bonus for 2017 consists of an award of $649,219 (inclusive of accrued interest on prior years’ deferred balance) under the KEPRP of the ~~Company effective June 1, 2012. Prior to that date he was President~~Title insurance segment, and ~~Chief Operating Officer–General Insurance.~~an additional award of $1,444,758 (consisting of a cash award of $1,066,721 and an equity award with a value of $378,037) resulting from satisfaction in 2017 of pre-set, five-year underwriting/service income performance objectives of the Title insurance segment under the Incentive Compensation Plan.

CEO PAY RATIO DISCLOSURE

The Compensation Committee and Board of Directors believe that executive compensation, particularly as it applies to the Company’s CEO as well as in appropriately similar degrees to other senior executives throughout ORI’s holding company system, should be related to the responsibilities undertaken, and be consistent with the Company’s intermediate and long-term performance. In this context, and in accordance with the requirements of The Dodd-Frank Wall Street Reform and Consumer Protection Act (“Dodd-Frank Act”), as well as the SEC rules adopted pursuant to it, the Company is reporting the ratio of the total annual compensation of the CEO to that of the “Median Employee”.

The CEO’s compensation used for this calculation is the same as is shown in the Summary Compensation Table immediately above. The total annual compensation for the Median Employee was determined by preparing a list of all United States (“U.S.”) based employees of the Company’s U.S. subsidiaries at year-end 2018 (excluding the CEO) in the order of the highest to the lowest total annual compensation. The number of non-U.S. employees was excluded as they accounted for approximately 129 persons employed in Canada out of a total of approximately 8,918 Company employees. Pursuant to the SEC rule, the compensation of those non-U.S. employees was considered to be de minimis. The compensation for employees who did not work for the Company or one of its subsidiaries for all of 2018 was annualized in arriving at the Median Employee’s compensation. The Median Employee’s total compensation was established by using the same elements of compensation as are shown in the Summary Compensation Table for the CEO.

~~(7)~~
	~~Mr. Smiddy joined~~
The total annual compensation of the ~~Company on August 13, 2013 and became President and Chief Operating Officer–General Insurance on October~~Company’s CEO - Aldo C. Zucaro:	$ 3,135,291
The total annual compensation of the Median Employee:	$ 75,697
Ratio of the CEO’s compensation to the Median Employee:	41.4 to 1 ~~2015.~~

~~(8)~~

Includes $100,128 as the value of 6,720 shares of restricted Old Republic stock, which vested over three years, awarded to Mr. Smiddy when he joined the Company and $139,605 paid in connection with his relocation to the Company’s executive offices in Chicago.

Annual Salary Compensation Practices

The Company’s objective in regard to all of its employees is to set annual salaries at amounts ~~which:~~that:

·	Are reasonably competitive in the context of prevailing salary scales in the insurance industry, and

·	Provide a fixed, reasonable source of annual income in context of individual work responsibilities.

The primary factors considered, in varying degrees, in the establishment of annual salaries for certain executive officers and other senior members of the Company’s management are:

·	Business size and complexity of ~~the~~ operations with which the person is associated;

·	The person’s level of responsibility and experience;

·	The success of the business unit with which the person is principally engaged; and

·	~~The evaluation of his or her contribution to his or her business unit’s success.~~

The evaluation of the manager’s contribution to the business unit’s success.

When making these evaluations, the prevailing salary scales in the insurance industry, the annual consumer price index, the trends in salary levels in published or private compilations and reports, and the data contained in the proxy statements of selected publicly held insurance organizations are taken into account. No formula, set benchmark or matrix is used in determining annual salary adjustments. The decision regarding each executive officer is subjectively based upon all of the above factors, with the Compensation Committee members exercising their business judgment in consultation with the CEO, as to all executive officers other than the CEO himself. With respect to the latter, the Compensation Committee has sole authority for establishing his compensation.

The salaries of the executive officers are reviewed on an annual basis during the first quarter of the year, and concurrently with a promotion or other significant change in responsibilities. Prior compensation, prior cash and/or deferred incentive awards, bonuses and prior gains from the exercise of stock options are not taken into account when setting current annual salaries for the CEO, CFO and any other executive officer of the Company.

Incentive Awards and Bonuses

The Company uses incentive awards, usually comprised of cash and deferred amounts, as well as periodic performance bonuses. Incentive awards and bonuses are intended to reward and retain eligible executive officers, other senior members of the Company’s management and other key employees. They are also intended to provide an opportunity and incentive to increase compensation based on management’s and the Compensation Committee’s review of their performance. Incentive awards and bonuses may be awarded under the Company’s KEPRP or under the Company’s Incentive Compensation Plan. Awards made to the Named Executive Officers and other executive officers set forth in the Summary Compensation Table were approved by the Compensation Committee.

Key Employee Performance Recognition Plans

Under the Company’s KEPRP ~~which was reinstated in 2014,~~ a performance recognition pool is calculated each year for allocation among eligible key employees of the Company and its participating subsidiaries, including the CEO and ~~CFO.~~CFO and other executive officers. Employees eligible to share in this pool are selected by the Compensation Committee in consultation with the CEO. Each year the CEO recommends the total amount of the pool and the Compensation Committee makes the sole determination with regard to the total amount of the pool and the award thereunder, if any, granted to the CEO. The Committee ~~also~~then approves the award recommendations for the CFO and the senior members of management based upon their performance evaluation and the CEO’s recommendations. The eligibility and awards of other key employees are also approved by the Compensation Committee following the CEO’s recommendation. All awards are based on the positions and responsibilities of the key employees, the perceived value of their accomplishments to the Company, their expected future contributions to Old Republic, and the other relevant factors previously addressed in this discussion and analysis. The Compensation Committee’s evaluation of all such factors is made subjectively based on its ~~member’s~~members’ business judgment.

Each year’s pool amount takes into account pre-established objectives approved by the Compensation Committee. Calculation of the pool is made in accordance with a detailed formula that ~~includes~~incorporates such factors as: (a) the eligible participating employees’ annual salaries, and the five-year running ~~averages: of~~averages for: (b) the growth in premiums and ~~fees~~fees; (c) underwriting/service ~~income,~~income; (d) operating earnings (excluding income from realized or unrealized investment gains or losses) and (e) return on equity in excess of a minimum target return ~~on equity~~ equal to two times the mean of the five-year average post-tax yield on 10-year and 20-year U.S. Treasury ~~Securities and excluding the~~Securities. The impact of the RFIG run-off on consolidated ~~earnings.~~earnings is excluded from calculations. The pool is generally limited to a percentage of plan participants’ aggregate annual base salaries and a percentage of the latest five years’ average net operating earnings. Up to 50% of any one year’s pool amount maybe carried forward for up to three years for later allocation. There is no prescribed guarantee or limit as to how much of the year’s available pool would be awarded to each participant.

~~Under the KEPRP,~~As previously noted, effective with the performance year 2017, the first $50,000 of any KEPRP award is paid in cash. For 2016, the first $37,500 ~~shall be~~was paid in ~~cash. Prior to that change~~cash, and for prior years, the first $25,000 ~~of any award~~ was paid in cash. For awards in excess of those amounts, 50% of the excess is paid in cash and 50% is deferred. The deferred balance of the award vests at the rate of 10% per year of participation. ~~The deferred balance, if any, is~~Deferred balances accrued after 2004 are credited with interest at a rate approved annually by the Compensation Committee. Plan participants become vested in their deferred account balances upon ~~total and permanent disability, death, upon the earlier of attaining age 55 or~~ being employed for 10 years after first becoming eligible or upon a change of control of the Company. Benefits are payable in a set number of equal installments, beginning no earlier than age 55, following termination of employment, death, disability, or retirement, or in total upon a change in control of the Company. Distributions for executive officers can begin no earlier than six months following ~~their~~ termination of employment from full time service.

In addition to ~~the~~ORI’s KEPRP, ~~the Company also maintains a number of separate~~substantially similar plans are maintained for several individual ~~subsidiaries,~~subsidiaries or segments of ~~business. Such plans provide for the achievement of certain financial results~~business and ~~objectives as to~~ each ~~such entity. Each~~ of these plans generally operates in the same basic fashion as the Company’s ~~Plan.~~KEPRP. The award pool for each ~~plan~~other KEPRP is also established according to detailed formulas that also take into account the above indicated factors for ~~the company plan. Substantially all subsidiaries or operating centers plan have similar cash and deferred elements.~~such plans.

Incentive awards under the KEPRP are ~~typically granted annually~~usually made in conjunction with ~~any~~ awards under the Incentive Compensation Plan, ~~(traditionally~~usually stock ~~options) during~~options, but may also include cash and other equity awards. Any such awards are typically determined in the first quarter of the year tofor eligible employees who are employed as of the award date. ~~This follows~~The awards follow the receipt of the independent registered public accounting firm’s reports on the financial statements of the preceding year and an evaluation of any pertinent and significant ~~post- balance~~post-balance sheet events and business trends by the Compensation Committee.

~~Bonuses~~

~~The awards shown in the “Bonus” column of the preceding Summary~~Deferred Compensation Table were approved by the Compensation Committee. As a result of the substantial decline in the Company’s consolidated earnings between 2008 and 2013 and those of its run-off Mortgage Guaranty business in particular, no incentive awards were made under the KEPRP for those years. In its stead, the Committee granted certain purely subjective awards to policy-making executive officers and other key employees based on consolidated results generally, as well as individual performance evaluations. The manner of deciding who would receive these bonuses and the amounts of such bonuses was the same as outlined in the first paragraph of the above section.

The following table sets forth certain information regarding the portion of KEPRP awards that constitute non-qualified deferred compensation ~~awards~~ made to the ~~persons~~executives listed in the Summary Compensation ~~Table and~~Table. It shows the pro forma balances of their deferred accounts as of December 31, ~~2016. The~~2018. As described above, the individuals listed had no discretion as to whether they wished to defer any awards made to them by the Company and were not permitted to voluntarily make contributions of their own to the Company’s KEPRP.

							Nonqualified Deferred Compensation
Name	Company’s Contributions in 2016	Aggregate Interest Earnings 2016	Aggregate Deferred Balance as of December 31, 2016	Company’s Contributions in 2018(1)	Aggregate Interest Earnings 2018	Aggregate Deferred Balance as of December 31, 2018
Aldo C. Zucaro	$281,250	$36,809	$7,408,424	$350,000	$47,332	$8,171,655
Karl W. Mueller	79,250	13,901	759,669	95,000	16,810	973,948
R. Scott Rager	256,250	52,869	3,500,526	332,500	61,682	4,242,881
Craig R. Smiddy	213,750	8,349	775,879	277,500	17,105	1,332,851
Rande K. Yeager	318,750	11,357	1,098,834	305,000	24,219	1,732,786

(1)The amounts in this column are the portion of current year KEPRP awards that are mandatorily deferred pursuant to the terms of that plan.

Stock Option or Restricted Stock Awards under Incentive Compensation Plan ~~and Stock Option Awards~~

The Company believes senior executive officers and other members of the Company’s and its subsidiaries’ management who make substantial contributions to long-term performance should have an equity ownership in the Company to better align their interests with those of the shareholders. Old Republic has had non-qualified stock option plans in place for more than thirty years. ~~At the 2015 Annual Meeting of Shareholders,~~The most recent plan, “The 2016 Incentive Compensation Plan” ~~(“the 2016~~(the “Incentive Compensation Plan”) was approved by shareholders and it became effective ~~February 24,~~in 2016.

Under the ~~2016~~Incentive Compensation Plan, an award to a participant may be in the form of a stock option or restricted stock (“Award Shares”), a performance award in the form of cash or deferred cash award (“Performance Award”), or a combination of these items. The Compensation Committee has the authority to: (i) select the participants to whom awards may be granted; (ii) determine the type or types of awards to be granted to each participant; (iii) determine the number of Award Shares, if any, to be covered by any ~~award granted hereunder;~~award; (iv) determine the terms and conditions of any Performance ~~Award granted hereunder;~~Award; (v) determine whether, to what extent, and under what circumstances Performance Awards shall be deferred; and (vi) determine whether, or to what extent and under what circumstances any award shall be canceled or suspended. On the effective date of the ~~2016~~Incentive Compensation Plan, 15,000,000 shares became available for awards. It is expected that stock options will be the primary Award Shares under the ~~2016~~Incentive Compensation Plan although Award Shares may also include restricted stock awards in some instances.

The above stated objectives of the ~~2016~~Incentive Compensation Plan are to encourage:

·	~~An alignment of stockholder and employee interests;~~

An alignment of shareholder and employee interests

·	~~Employee efforts to grow shareholder value; and~~

Employee efforts to grow shareholder value

·	~~A long-term commitment to the Company by employee-shareowners.~~

A long-term commitment to the Company by employee-shareowners

Accordingly, stock option grants have not been limited to the CEO, CFO and senior executive officers but have also been granted to several hundred employees of the Company and its subsidiaries. The factors considered when making stock option awards include:

·	~~The achievements of the individual;~~

·	~~The overall performance of the Company:~~

The achievements of the individual

·	~~The performance of the subsidiary or division to which the individual is attached; and~~

The overall performance of the Company

·	~~The past and anticipated contributions of the individual to the Company’s success.~~

The performance of the subsidiary or division to which the individual is attached

The past and anticipated contributions of the individual to the Company’s success

No formula, set benchmark or matrix is used in determining stock option awards. The relative significance of the above factors with respect to awards granted to the CEO, CFO, other executive officers and all other employees is determined subjectively by the Compensation Committee. In this regard it gives consideration to the segmented and consolidated results of the Company using business judgment and consultation with the CEO for awards other than his own. The aggregate number of option shares granted annually over the past three years to all employees, including the CEO, CFO, the executive officers of the Company and all senior members of the Company has been less than ~~0.5%~~0.6% of the then outstanding Common Stock of the Company.

Option awards, like KEPRP awards, are typically made once a year, usually during the first quarter following receipt of the independent registered public accounting firm’s report on the financial statements for the preceding year. The Compensation Committee approves a total pool of option shares, and the individual options granted to the CEO and the other executive officers and senior members of the Company and its subsidiaries’ management. The options’ exercise price is the fair market value of the Company’s Common Stock, as defined by the Plan, on the day before the Grant Date.

When making these awards, the other sources of ~~Compensation~~compensation for the participant, such as base salary and any other incentive awards, are taken into account so as to achieve a reasonable balance of cash and future income or value. The grant of options and their strike price are not linked to any Company action such as the release of earnings and have typically occurred during March of each year with notifications to recipients in concurrence with their annual compensation review.

Stock Option Grants During ~~2016~~2018

The following table sets forth certain information regarding options to purchase shares of Common Stock granted in ~~2016~~2018 to the executive officers listed in the Summary Compensation Table. The value of these options is calculated pursuant to the Black-Scholes model. Additional information about how these values are determined is disclosed as part of the Summary Compensation Table.

Stock Option Grants
Name Grant Date
All Other Option Awards:
Number of Securities
Underlying Options

Exercise or Base
Price of Option
Awards

Grant Date Fair
Value of Option
Award

Aldo C. Zucaro 3/23/16 100,000 $18.14 $350,000
Karl W. Mueller 3/23/16 37,500 18.14 131,250
R. Scott Rager 3/23/16 50,000 18.14 175,000
Craig R. Smiddy 3/23/16 25,000 18.14 87,500
Rande K. Yeager 3/23/16 40,000 18.14 140,000



Stock Option Grants
Name	Grant Date	All Other Option Awards: Number of Securities Underlying Options	Exercise or Base Price of Option Awards	Grant Date Fair Value of Option Award

Aldo C. Zucaro	2/20/18	100,000	$20.98	$308,000
Karl W. Mueller	2/20/18	45,000	20.98	138,600
R. Scott Rager	2/20/18	60,000	20.98	184,800
Craig R. Smiddy	2/20/18	50,000	20.98	154,000
Rande K. Yeager	2/20/18	45,000	20.98	138,600

The term of each option is 10 years from the Grant Date. Options are exercisable in accordance with the following vesting schedule: 10% at the end of the year of grant, and thereafter annually at the rates of 15%, 20%, 25% and 30% so that at the end of the 5^th fiscal year after the grant they are 100% vested. If the optionee dies, retires in good standing after age 57, or becomes disabled, vesting acceleration occurs. In such cases and in the event of change in control of the Company, vesting accelerates to the extent of the higher of 10% of the shares covered for each year of service by the optionee or the actual vested percentage plus 50% of the unvested remaining shares. In the case of any option granted after January 1, 2014 to an optionee who, as of the Grant Date: (i) has attained age 65, (ii) is currently an employee of the Company or a subsidiary, and (iii) has been employed by the Company or a subsidiary for ten (10) years or longer, such options are considered fully vested as of the Grant Date.

Exercises of Stock Options During ~~2016~~2018

~~None~~The following table sets forth certain information regarding options to purchase shares of Common Stock exercised during 2018 by the ~~Executive Officers~~executive officers named in the ~~Company’s~~ Summary Compensation ~~Table exercised any stock options during 2016.~~Table.



Exercises of Stock Options During 2018
	Option Awards
Name	Number of Shares Acquired on Exercise	Value Realized on Exercise

Aldo C. Zucaro	—	—
Karl W. Mueller (1)	15,000	$198,785
R. Scott Rager	—	—
Craig R. Smiddy	—	—
Rande K. Yeager	—	—


(1)	During 2018, Mr. Mueller exercised an option granted to him in 2009, as such, the value realized that is shown above had accrued over the years since that option was granted.

Equity Compensation Plan Information

The following table sets forth certain information regarding securities authorized for issuance under stock option plans as of year-end ~~2016.~~2018. The Company ~~only~~ sponsors the stock option plan that has been approved by the shareholders.

Equity Compensation Plan Status as of Year End 2016
Plan Category
Number of securities
to be issued upon
exercise of
outstanding options,
warrants and rights

Weighted-average
exercise price of
outstanding options,
warrants and rights

Number of securities
remaining available for
future issuance under
equity compensation plans
(excluding securities
reflected in column (a))
(a) (b) (c)
Equity compensation plans approved by security holders 8,243,025* $15.77 13,750,829
Equity compensation plans not approved by security holders — — —
Total 8,243,025* $15.77 13,750,829



Equity Compensation Plan Status as of Year End 2018
Plan Category	Number of securities to be issued upon exercise of outstanding options, warrants and rights	Weighted-average exercise price of outstanding options, warrants and rights	Number of securities remaining available for future issuance under equity compensation plans (excluding securities reflected in column (a))
	(a)	(b)	(c)
Equity compensation plans approved by security holders	7,163,567	$17.24	10,569,560
Equity compensation plans not approved by security holders	—	—	—
Total	7,163,567*	$17.24	10,569,560

~~(*) A total of 1,676,175 options included in this total were unexercised and expired on March 13, 2017 as the strike price was in excess of the stock’s quoted market value as of that date.~~

(*) A total of 79,220 options included in this total were either exercised or expired on March 25, 2019.

The following table sets forth information regarding the unexercised options held by the persons listed in the Summary Compensation Table. This table shows the option exercise price for each exercisable and un-exercisable option held by each individual and the date upon which each option expires.



Outstanding Equity Awards at Year End 2018
	Number of Securities
Name	Underlying Unexercised Options Exercisable	Underlying Unexercised Options Unexercisable	Option Exercise Price	Option Expiration Date

Aldo C. Zucaro	100,000	—	$ 12.33	03/23/21
	70,000	—	10.80	03/21/22
	70,000	—	12.57	03/20/23
	100,000	—	16.06	03/19/24
	100,000	—	15.26	03/19/25
	100,000	—	18.14	03/23/26
	100,000	—	19.98	03/22/27
	100,000	—	20.98	02/20/28

Karl W. Mueller	17,500	—	12.08	03/25/20
	30,000	—	12.33	03/23/21
	32,500	—	10.80	03/21/22
	32,500	—	12.57	03/20/23
	35,000	—	16.06	03/19/24
	19,250	8,250	15.26	03/19/25
	16,875	20,625	18.14	03/23/26
	9,875	29,625	19.98	03/22/27
	4,500	40,500	20.98	02/20/28

R. Scott Rager	13,000	—	12.08	03/25/20
	30,000	—	12.33	03/23/21
	32,500	—	10.80	03/21/22
	32,500	—	12.57	03/20/23
	37,000	—	16.06	03/19/24
	30,000	—	15.26	03/19/25
	50,000	—	18.14	03/23/26
	55,000	—	19.98	03/22/27
	60,000	—	20.98	02/20/28

Craig R. Smiddy	14,500	—	16.06	03/19/24
	8,750	3,750	15.26	03/19/25
	11,250	13,750	18.14	03/23/26
	7,500	22,500	19.98	03/22/27
	5,000	45,000	20.98	02/20/28

Rande K. Yeager	9,000	—	12.57	03/20/23
	40,000	—	18.14	03/23/26
	52,500	—	19.98	03/22/27
	45,000	—	20.98	02/20/28

The following table sets forth a summary of all stock options that have been granted to Company employees, inclusive of those persons listed in the Summary Compensation Table. This table highlights the fact that the compensation of employees in the form of stock options can be illusory due to the decline in price of the Company’s Common Stock following the award of an option at a set exercise price. In the past 10 years, a total of approximately $30.1 million (or an average of $3.0 million per year) was expensed by the Company in accordance with generally accepted accounting principles.



			Options Outstanding				Options Exercisable
				Weighted - Average
Ranges of Exercise Prices		Year(s) of Grant	Number Outstanding	Remaining Contractual Life	Exercise Price		Number Exercisable	Weighted Average Exercise Price
$	10.48	2009	79,220	0.25	$	10.48	79,220	$	10.48
$	12.08	2010	161,340	1.25	12.08		161,340	12.08
$	12.33	2011	346,980	2.25	12.33		346,980	12.33
$	10.80	2012	386,063	3.25	10.80		386,063	10.80
$	12.57	2013	510,047	4.25	12.57		510,047	12.57
$	16.06	2014	795,470	5.25	16.06		795,470	16.06
$	15.26	2015	835,264	6.25	15.26		624,521	15.26
$	18.14	2016	1,159,218	7.25	18.14		668,390	18.14
$	19.98	2017	1,354,665	8.25	19.98		571,503	19.98
$	20.98	2018	1,535,300	9.25	20.98		412,816	20.98
Total			7,163,567		$	17.24	4,556,350	$	15.83

Financial Restatement

The Company has adopted a policy that, to the extent permitted by law, the Company will seek to recoup any incentive-based compensation paid to any current or former executive officer if: (i) the amount of such payment was based on the achievement of certain financial results that were subsequently the subject of a restatement, (ii) the Board determines that such executive officer engaged in misconduct that resulted in the obligation to restate, and (iii) a lower payment would have been made to the executive officer based upon the restated financial results.

Hedging Prohibited

The Company has adopted a policy prohibiting any director or executive officer (a covered individual) from hedging the economic risk of his or her ownership of the Company’s securities. Under this policy, a covered individual is prohibited from entering into any derivative transaction on the Company’s securities (e.g., any short-sale, forward, option, collar, etc.). Further, the policy does not allow a covered individual to pledge the Company’s securities at any time, which included having Company securities in a margin account or using Company securities as collateral for a loan.

Change of Control, Severance or Retirement

None of the executive officers or any other employee of the Company and its subsidiaries have employment ~~contracts, and all~~contracts. All are considered “at-will” ~~employees of the Company.~~employees. Further, the Company has no change of control or severance agreements such as “golden parachutes” in place for any of its executive officers. However, the benefit plans referred to above would be affected, in limited ways, by a change of control of the Company. Such an event would not result in additional compensation or benefits being paid to any executive officer or employee for the Company. Rather, the effect would be to accelerate the vesting of benefits under these plans and require the immediate payment of all deferred balances under ~~the Company’s Performance Recognition Plans.~~such plans.

The above notwithstanding, the Company and its Board of Directors retain the right to enter into employment contracts or institute “golden parachutes” and similar benefits for its executive officers and other key employees immediately, and at any time as circumstances may warrant to protect the Company’s business interests. There is no assurance, however, that any ~~of the~~ selected executives would agree to any such contracts.

~~Financial Restatement~~

The Company has adopted a policy that if it is ever required to prepare an accounting restatement due to a material noncompliance with any financial reporting requirement under the securities laws, it will attempt, to the extent permitted by law, to recover or clawback the excess incentive-based compensation received by each current or former executive officer during the three years preceding the required restatement, over what, if any, incentive compensation such officers would have received based on the accounting restatement.

Tax Deductibility of Compensation

Prior to the passage of the Tax Cuts and Jobs Act in December 2017, Section 162(m) of the Internal Revenue Code of 1986, as amended, places a limit of $1,000,000 on the amount of compensation that the Company may deduct in any one year with respect to each of its five most highly paid executive officers. There iscontained an exception to the $1,000,000 limitation ~~for performance-based~~on the amount of compensation paid to the Company’s five most highly paid executive officers that was deductible by the Company, where the excess compensation was “performance-based” compensation meeting certain requirements. ~~Annual cash incentive compensation~~The Tax Cuts and ~~stock option awards generally are~~Jobs Act eliminated the performance-based ~~compensation meeting those requirements and, as such, are fully deductible. In light~~exception, resulting in the loss of the ~~above rule,~~ability to deduct compensation expenses over $1,000,000 for the Company’s Named Executive Officers. The effect of this elimination is not consequential to the Company and the tax deductibility of compensation has never been considered in setting compensation amounts for these officers.

Stock Ownership Guidelines

The Company encourages all of its employees to own Company common stock directly or through employee benefit plans such as its 401(k) ESSOP. All of its executive officers and directors own shares of the Company’s common stock, with the exception of Mr. McNitt who joined the Board in late January of this year. The table on page 3 shows the nature and amount of such holdings.

Additionally, the Company has ~~not adopted any~~an equity ownership policy ~~with respect~~for its directors and senior officers. Pursuant to ~~compensation in excess of $1,000,000 being paid~~this policy, directors are required to ~~executive officers.~~

~~The following table sets forth information regarding the unexercised options held by the persons listed~~acquire holdings in the ~~Summary Compensation Table. This table shows~~Company’s Common Stock with a value of at least $250,000. New directors are allowed to take three years during which to acquire such ownership, with the ~~option exercise price for each exercisable and un-exercisable option held by each individual and~~valuation of the ~~date~~shares equivalent to the greater of the current market value attained at any point in time, or the original acquisition cost. All of the Company’s directors are currently in compliance with this policy. For certain other senior officers of the Company, the recommended value of Common Stock ownership is based upon ~~which each option expires.~~the following multiples of the officer’s base salary:

Outstanding Equity Awards at Year End 2016
Number of Securities
Name
Underlying
Unexercised
Options
Exercisable

Underlying
Unexercised
Options
Unexercisable

Option
Exercise
Price

Option
Expiration
Date

Aldo C. Zucaro 200,000 * — $ 21.77 03/13/17
100,000 — 12.33 03/23/21
              70,000 — 10.80 03/21/22
              49,000 21,000 12.57 03/20/23
100,000 — 16.06 03/19/24
100,000 — 15.26 03/19/25
100,000 — 18.14 03/23/26

Karl W. Mueller                38,000
*
— 21.77 03/13/17
              25,000 — 12.95 03/18/18
              15,000 — 10.48 03/25/19
              17,500 — 12.08 03/25/20
              30,000 — 12.33 03/23/21
              32,500 — 10.80 03/21/22
              22,750 9,750 12.57 03/20/23
              15,750 19,250 16.06 03/19/24
              6,875 20,625 15.26 03/19/25
              3,750 33,750 18.14 03/23/26

R. Scott Rager                55,000 * — 21.77 03/13/17
              37,500 — 12.95 03/18/18
              10,000 — 10.48 03/25/19
              13,000 — 12.08 03/25/20
              30,000 — 12.33 03/23/21
              32,500 — 10.80 03/21/22
              22,750 9,750 12.57 03/20/23
              37,000 — 16.06 03/19/24
              30,000 — 15.26 03/19/25
              50,000 — 18.14 03/23/26

Craig R. Smiddy               6,525 7,925 16.06 03/19/24
              3,125 9,375 15.26 03/19/25
              2,500 22,500 18.14 03/23/26

Rande K. Yeager                5,000 * — 21.77 03/13/17
              6,300 — 12.33 03/23/21
              21,500 — 10.80 03/21/22
              21,000 9,000 12.57 03/20/23
              37,500 — 16.06 03/19/24
              30,000 — 15.26 03/19/25
              40,000 — 18.14 03/23/26


	~~(*) These options expired on March 13, 2017 and were out~~
CEO of the ~~money when they expired.~~Company	6 times
President of the Company	4 times
Certain other senior officers of the Company and its subsidiaries	1.5 times

The ~~following table sets forth a summary~~value of all ~~stock options~~shares of Company Common Stock owned directly or held in employee benefit accounts by such officers, together with the value of deferred compensation accounts, are considered for meeting these objectives. Newly appointed senior officers subject to this policy have five years to meet the pertinent requirement. Officers who are promoted to a position that have been granted to Company employees, inclusive of those persons listed in the Summary Compensation Table. This table highlights the fact that the compensation of employees in the form of stock options can be illusory due to the decline in pricehas a stated ownership requirement of the Company’s Common Stock ~~following~~have three years from such promotion to meet the award of an option at a set exercise price. In the past 10 years, a total of approximately $41 million (or an average of $4.1 million per year) was expensed by the Company in accordance with generally accepted accounting principles. These expenses represented the amortization of stock option costs over the vesting periodapplicable requirement. All of the ~~underlying options. Approximately $25 million (or 61%)~~Company’s Directors and executive officers either currently hold in excess of ~~these charges~~the requirement that applies to ~~operation represented costs attributed to options that were never exercised and were therefore of no value to~~them or are within the ~~optionees, due to declines in Old Republic’s quoted stock price below the exercise price.~~

Options Outstanding Options Exercisable
Weighted – Average
Ranges of
Exercise Prices

Year(s) of
Grant

Number
Outstanding

Remaining
Contractual
Life

Exercise
Price

Number
Exercisable

Weighted
Average
Exercise
Price
$21.78 to $23.16 2007 1,676,175 0.25 $21.77 1,676,175 $             21.77
$  7.73 to $12.95 2008 451,450 1.25 12.91 451,450 12.91
$10.48 2009 298,505 2.25 10.48 298,505 10.48
$12.08 2010 355,745 3.25 12.08 355,745 12.08
$12.33 2011 637,592 4.25 12.33 637,592 12.33
$10.80 2012 760,237 5.25 10.80 760,237 10.80
$12.57 2013 811,720 6.25 12.57 569,292 12.57
$16.06 2014 1,045,461 7.25 16.06 607,102 16.06
$15.26 2015 978,640 8.25 15.26 391,137 15.26
$18.14 2016 1,227,500 9.25 18.14 347,876 18.14
Total 8,243,025 $15.77 6,095,111 $             15.59
time period permitted for compliance.

Pension Plan and Baseline Security Plan

~~During 2013, the~~The Old Republic International Corporation Salaried Employees Restated Retirement Plan (“Company Pension Plan”) assumed the obligations and assets of other retirement plans maintained by certain ~~subsidiaries~~subsidiaries. All of ~~the Company. Participation in the Company Plan and the other retirement~~these plans ~~had~~have been closed to new employees for many years. ~~Effective December 31, 2013,~~Finally, the accrued benefit levels available to each participant in the Company Plan were frozen at December 31, 2013 and no new benefits have accrued to participants ~~after~~since that date.

Under the Company Pension Plan, as it applies to Messrs. Zucaro and Mueller, benefits are determined ~~based upon~~by taking into account 1.5% of the participant’s “Final Average Monthly Earnings” (1/60th of the aggregate earnings of the employee during the period of the five consecutive years of service out of the last ten consecutive years of service ~~which~~that results in the highest “Final Average Monthly Earnings”) multiplied by the participant’s years of service. Earnings include base salary and commissions, but exclude bonuses and cash and deferred incentive compensation awards granted under any Company or subsidiaries’ incentive plans or KEPRPs. Early retirement benefits are available under the Company Plan for persons who are eligible and elect to retire after attaining age 55 provided they have at least five years of vested service with the Company. In this case, early retirement benefits are adjusted based upon the participant’s age at retirement. The adjustment begins at 50% of normal benefits at age 55. For participants age 55 to 60, the early retirement benefits increase by 3.33% per year. Between ages 60 and 65, they increase by 6.66% per year until they reach 100%. Vested benefits must be paid upon an employee’s attainment of age 70 1/2. Mr. Mueller is currently eligible for early retirement benefits under the Company Plan. Messrs. Rager and Smiddy are not participants in the Company Pension Plan or any pension plan previously sponsored by a subsidiary of the Company.

Under the Pension Plan, as it applies to Mr. Yeager, who has attained age 65, the monthly benefit is 1.20% of the participant’s Final Average Monthly Earnings up to the Social Security Integration Level, and 1.75% of the amount in excess of that level, multiplied by the participant’s years of credited service limited to a maximum of 30 years. Early retirement benefits are available for persons who are eligible and elect to retire after attaining age 55 and completing 10 years of vesting service, or after attaining age 60. In the case of early retirement, benefits are reduced by .458% for each month preceding the participant attaining age 65.

For a number of years the Company maintained the Old Republic International Corporation Executives Excess Benefit Plan (“Excess Benefit Plan”) to ~~provide~~provide certain key executives with pension benefits in excess of those provided by the Company Pension Plan because of government imposed limitations capping benefit payments. The Excess Benefit Plan was administered by the Compensation Committee of the Board of Directors, which selected the employees eligible to participate in this plan. Mr. Zucaro is the only continuing executive officer who qualified for participation under the

Excess Benefit Plan, as this plan ~~was also~~has been closed to new participants ~~as of December 31, 2004.~~for over a decade. Further, the accrued benefits under this plan were also frozen as of December 31, 2013 and no additional future benefits will accrue to Mr. Zucaro under it.

The following table sets forth the payments and present value of the estimated benefits payable to executive officers under the above described pension plans.

Pension Benefits
Name Plan Name
Number of
Years Credited
Service
Present Value of
Accumulated
Benefit (1)
Payments
During Last
Fiscal Year
Aldo C. Zucaro Company Plan 36.4
$2,073,242
$ 247,168
Excess Benefit Plan 36.4 6,025,286 —
Karl W. Mueller Company Plan 8.3 321,124 —
R. Scott Rager None — — —
Craig R. Smiddy None — — —
Rande K. Yeager Company Plan 26.6 1,319,746 —



Pension Benefits
Name	Plan Name	Number of Years Credited Service	Present Value of Accumulated Benefit (1)		Payments During Last Fiscal Year
Aldo C. Zucaro	Company Plan	36.4	$	1,886,667	$	247,168
	Excess Benefit Plan	36.4	8,180,706		—
Karl W. Mueller	Company Plan	8.3	345,806		—
R. Scott Rager	None	—	—		—
Craig R. Smiddy	None	—	—		—
Rande K. Yeager	Company Plan	26.6	1,243,555		—

(1)

The present value of accumulated benefits payable following assumed retirement is calculated using interest and mortality assumptions consistent with those used for financial reporting purposes with respect to the companies’ audited financial statements. No discount is assumed for separation prior to retirement due to death, disability or termination of employment. The amount shown is based upon accrued service through year end 2013 when Plan benefits were frozen.

~~In 2014, the~~The Baseline Security Plan (“BSP”) was established by the Company, in part as a replacement for various 401(k) plans maintained by a number of its subsidiaries. Eligibility for participation in the BSP is similar to eligibility under the Company’s 401(k) ESSOP discussed below. The BSP is noncontributory by participants although IRA roll-over contributions are permitted. The annual Company contributions are performance-based with an emphasis on the long-term underwriting and related services profitability of the individual subsidiaries or ~~groups.~~groups thereof that employ participants. Contributions are approved each year by ORI’s Compensation Committee and Board of Directors following the receipt of all pertinent audit reports for the Company and its individual subsidiaries and operating centers. ~~Any contribution is~~Contributions are characterized as a percentage of each eligible employee’s annual base salary.

Employees Savings and Stock Ownership Plan (ESSOP)

~~Under~~The ESSOP, which has been in place since 1978, is intended to encourage all of ORI’s eligible employees to save on a tax-advantaged manner and benefit from Company matching contributions in the form of ORI Common Stock to build a stake in the Company’s ~~401(k) qualified~~business. As of March 29, 2019, the ESSOP ~~eligible~~held approximately 5.0% of ORI’s Common Stock.

Eligible employees who elect to participate in the ESSOP by saving a portion of their pay may receive a Company match ranging from 20% to 140% of a maximum of 6% of the participant’s first $150,000 in eligible annual compensation. The matching formula is based upon the percentages saved and the increase in the Company’s five-years’ running average of net operating earnings growth per share, adjusted for the effect of the RFIG run-off. Employees’ savings are invested, at the employees’ direction, in a number of publicly-traded mutual funds, and ~~employees~~they may elect to purchase the Company’s Common Stock as an investment option. Employer contributions are invested exclusively in the Company’s Common Stock. Employees with three or more years of service as of the prior year’s end may diversify the annual contribution of Company Common Stock into alternative mutual funds available for investment. Further, ~~such~~ employees may also diversify all of the prior contributions of Company Common Stock at any time into such mutual funds. The number of times that employees may change their investments into or out of the Company’s Common Stock is ~~annually limited.~~subject to an annual limitation. A participant becomes vested in the account balance allocated from employer contributions upon being totally and permanently disabled, death, or upon the earlier of attaining age 65 or being employed for 6 years. Vesting occurs in increments of 20% per year, beginning after one year of ~~service.~~service. Benefits are payable upon termination of service, death or disability, or following retirement, and are subject to minimum distribution requirements set forth under the Internal Revenue Code. At the election of the participant, benefits derived from employer contributions are payable either in cash or the Company’s Common Stock.

In addition to participation in the Company’s ESSOP, Mr. Rager participated in the Great West Casualty Company Profit Sharing Plan (“GWC Plan”) that was terminated on December 31, 2013. The existing account balances of GWC Plan participants were absorbed by the BSP described above. Mr. Rager ‘s participation in the GWC Plan ended after he joined the Company’s Senior Management team in late 2007. The GWC Plan was a 401(k) qualified plan that covered substantially all employees of GWC and its affiliates. As of January 1, 2014, no new participants were permitted to join the GWC Plan and existing GWC participants automatically became participants in the BSP and continued to be eligible for participation in the Company’s ESSOP.

Other Benefits

The ~~Company’s culture and operating philosophy do~~Company does not provide for the disbursement of significant values by way of perquisites or personal benefits to its executive officers ~~and~~or any other employees. Such benefits as may in fact be provided in very limited circumstances include the personal value attributed to the use of Company-supplied automobiles, the personal value of club memberships, and the value of certain personal ~~meals.~~meals incurred in connection with Company business. The value of these benefits to the CEO, CFO and other listed executive officers were insignificant and are ~~shown~~included with other amounts in the “All Other Compensation” column of the Summary Compensation Table appearing elsewhere in this proxy statement.

~~ITEM 3~~

~~VOTE ON EXECUTIVE COMPENSATION~~

ITEM 3

VOTE ON EXECUTIVE COMPENSATION

BACKGROUND

~~The Company~~It is ~~committed~~Old Republic’s policy to provide full disclosure ~~and transparency~~ concerning its compensation philosophy and corporate governance. At the Company’s ~~2016~~2018 Annual ~~Shareholders’~~ Meeting of the Shareholders, more than ~~96.8%~~95% of the shares voted in approval of the Company’s executive compensation. However, in accordance with the Company’s full disclosure policy and intents, shareholders are again asked to endorse the Company’s compensation philosophy by adopting the following resolution that is commonly called a “Say-on-Pay” proposal.

The Board of Directors and the Compensation Committee, in particular, review the elements of Company compensation each year. Special attention is devoted to the compensation of the executive officers and other senior members of the Company’s management. In general, the Company seeks to align executive compensation with shareholder value on an annual and long-term basis through a combination of base pay and annual and long-term incentives. The Company believes that its history of long-term growth over many decades is, in part, a result of its compensation programs that encourage a longer-term pursuit of growth objectives and the building of long-term shareholder value rather than short-term results. A more detailed review of those programs and the awards for ~~2016~~2018 to the executive officers of the Company are reported elsewhere in this proxy statement. The Board of Directors and Compensation Committee believe the Company’s performance and executive compensation have been aligned and balanced with shareholder returns in recent years. This vote is therefore not intended to address any one specific element of compensation or the compensation paid to any one individual. Rather, the resolution concerns the overall philosophy, makeup and amounts of compensation paid to executive officers as a group.

~~2016~~2018 EXECUTIVE COMPENSATION VOTE

At the Company’s ~~2016~~2018 Annual ~~Shareholders’~~ Meeting of the Shareholders more than ~~96.9%~~95% of shares present in person or by proxy voted to approve the Company’s executive compensation for ~~2015.~~2017. The Compensation Committee and Board of Directors considered this vote when it reviewed executive compensation for ~~2016.~~2018.

PROPOSED RESOLUTION

Resolved, that the shareholders of the Company approve the compensation policies, practices and procedures as set forth in the Compensation Discussion and Analysis section of this proxy statement for its executive officers.

ADVISORY VOTE ~~REQUIRED~~

This vote is advisory and is not binding upon the Board of Directors. The vote is intended to be a measure of the shareholders overall approval of the handling of the Company’s executive compensation matters. Therefore, the vote will not result in a change or clawback of any existing or future compensation of any individual. Nor will this vote necessarily result in a change in the elements or compensation programs of the Company, as those decisions remain vested in the Board of Directors. However, if the shareholders fail to give this proposal a favorable vote, the Board of Directors and Compensation Committee shall investigate the reasons the resolution did not receive a majority vote. Further, this vote will be taken into consideration when future changes are considered in the elements of compensation, when compensation programs are adopted or changed, and when compensation amounts or incentive awards are approved for executive officers and the other senior members of the Company’s management. The results of this vote shall be disclosed in a filing made with the SEC shortly after the Annual ~~Shareholders’~~ Meeting of the Shareholders and will be available for review on the Company’s website, www.oldrepublic.com.

BOARD OF DIRECTORS’ RECOMMENDATION

The Board of Directors recommends a vote FOR this proposal. Proxies solicited by the Board of Directors shall be voted in favor of this proposal unless shareholders specify to the contrary in their proxies.

~~ITEM 4~~

~~FREQUENCY OF ADVISORY VOTE ON EXECUTIVE COMPENSATION~~

~~BACKGROUND~~

The Board of Directors, as part of its commitment to transparency in corporate governance and executive compensation, has determined that submitting to shareholders a resolution to approve the Company’s compensation policies, practices and procedures concerning executive officers, commonly referred to as a “Say-on-Pay” proposal should be made periodically, and at least every three (3) years. To further enhance this procedure and as prescribed by law and regulation, the shareholders of the Company are asked to indicate their preference concerning the frequency of these votes. Regardless of the frequency selected, the Company shall, at least every six years, unless the law or regulations concerning this matter are changed, have the opportunity to re-evaluate the frequency of voting on this issue.

~~PROPOSED RESOLUTION~~

Resolved, that the shareholders of the Company shall vote on a resolution concerning the frequency of approving the Company’s compensation policies, practices and procedures concerning executive officers, commonly referred to as a “Say-on-Pay” proposal. The choices the shareholders may recommend are: every year, every two years, or every three years. Further, if the shareholder wishes, he or she may abstain on this matter.

~~VOTE REQUIRED~~

This vote is required by law but is advisory and is not binding upon the Company or its Board of Directors with regard to the frequency of such a vote, provided the Company’s shareholders vote at least every three years on a “Say-on-Pay” resolution and the shareholders have an opportunity, at least every six years, to recommend the frequency of such votes. This vote is intended to serve as an indication of the frequency shareholders wish to address this issue. The Board of Directors and Compensation Committee believe a choice of voting on compensation matters every year is appropriate as this practice was approved by the Board six years ago. The Company makes an effort to align compensation matters for its executive officers and other senior members of the Company’s management in the same manner as it evaluates its general business – using a long-haul approach. During the six years that executive compensation has been voted on by Old Republic’s shareholders, the vote has averaged over 98% in favor of the Company’s compensation policies, practices and procedures. While the Board believes voting on these policies, practices and procedures every year is appropriate, the choice receiving a plurality of votes shall be considered by the Board of Directors in determining the frequency of such votes. The results of the vote on this matter shall be disclosed in a filing made with the SEC that will be available for review through the Company’s website at ~~www.oldrepublic.com~~. Any change resulting from this vote shall be disclosed after the Board of Directors has had an opportunity to review and evaluate the vote. Such action shall be announced in a filing made with the SEC that will be available for review through the Company’s website. This filing will be made at least 60 days prior to the deadline for the submission of shareholder proposals (October 14). Further, it is currently anticipated that a vote on the frequency of having advisory votes on executive compensation shall again occur in connection with the Company’s 2023 election of Directors.

~~BOARD OF DIRECTORS’ RECOMMENDATION~~

The Board of Directors recommends a vote for every year for this proposal. Proxies solicited by the Board of Directors shall be voted in that manner unless shareholders specify one of the other options in their proxies.

~~ITEM 5~~

~~SHAREHOLDER PROPOSAL by the~~

~~CALIFORNIA PUBLIC EMPLOYEES’ RETIREMENT SYSTEM (“CalPERS”)~~

ITEM 4

SHAREHOLDER PROPOSAL by the

CALIFORNIA PUBLIC EMPLOYEES’ RETIREMENT SYSTEM (“CalPERS”)

The Secretary of the Company has received a written notice that CalPERS, as a shareholder, intends to ~~introduce~~re-introduce a resolution at the Company’s Annual ~~Shareholders’ Meeting.~~Meeting of the Shareholders. The Company’s Secretary will provide the formal name, address and number of shares held by the proponent of this proposal to any shareholder, upon receipt of a request for such information. The proposed resolution and a supporting statement are presented verbatim below.

PROPOSAL

RESOLVED: Shareholders of Old Republic International Corporation (“Company”), ask the board of directors (“Board”) to adopt, and present for shareholder approval, a “proxy access” bylaw. Such a bylaw shall require Company to include in its proxy materials prepared for a shareholder meeting at which directors are to be elected, the name, the Disclosure and the Statement (each as defined herein) of any person nominated for election to the board by a shareholder or group (“Nominator”) that meets the criteria established below. Company shall allow shareholders to vote on such nominee on Company’s proxy card.

The number of shareholder-nominated candidates appearing in proxy materials shall not exceed the larger of 2 or one quarter of the directors then serving. This bylaw, which shall supplement existing rights under Company bylaws, should provide that Nominator must:


a)	have beneficially owned 3% or more of Company’s outstanding common stock continuously for at least three years before submitting the nomination;


b)	give Company, within the time period identified in its bylaws, written notice of the information required by the bylaws and any Securities and Exchange Commission rules about (i) the nominee, including consent to being named in the proxy materials and to serving as director if elected; and (ii) Nominator, including proof it owns the required shares (the “Disclosure”); and

certify that (i) it will assume liability stemming from any legal or regulatory violation arising out of Nominator’s communications with Company shareholders, including the Disclosure and the Statement; (ii) it will comply with all applicable laws and regulations if it uses soliciting material other than Company’s proxy materials; and (iii) to the best of its knowledge, the required shares were acquired in the ordinary course of business and not to change or influence control at Company.

Nominator may submit with the Disclosure a statement not exceeding 500 words in support of the nominee (the “Statement”). The Board shall adopt procedures for promptly resolving disputes over whether notice of a nomination was timely, whether the Disclosure and the Statement satisfy the bylaw and applicable federal regulations, and the priority to be given to multiple nominations exceeding the one-quarter limit.

SUPPORTING STATEMENT

~~Proxy~~We believe proxy access ~~enables~~is fundamental to a sustainable system of governance that fosters director accountability and long-term value creation. ~~Without effective proxy access, the director election process simply becomes a ratification of corporate management’s slate of nominees.~~

The CFA Institute’s 2014 assessment of pertinent academic studies and the use of proxy access in other markets similarly concluded that proxy access:

Would “benefit both the markets and corporate boardrooms, with little cost or disruption.”

·	~~Would “benefit both the markets and corporate boardrooms, with little cost or disruption.”~~

· •	Has the potential to raise overall US market capitalization by up to $140.3 billion if adopted market-wide.¹

1. http://www.cfapubs.org/doi/pdf/10.2469/ccb.v2014.n9.1

~~At the 2016 annual meeting, a similar proposal received overwhelming shareowner support with approximately 74% of the vote cast.~~ A growing number of companies continue to adopt ~~proxy access provisions –~~the provision - rejecting the common corporate assertion that proxy access is costly, distracting, and favored ~~mainly~~primarily by special interests.

We urge shareholders to vote FOR this proposal.

~~1. http://www.cfapubs.org/doi/pdf/10.2469/ccb.v2014.n9.1~~

OLD REPUBLIC’S STATEMENT IN OPPOSITION TO

THE CalPERS SHAREHOLDER PROPOSAL

~~OLD REPUBLIC’S STATEMENT IN OPPOSITION TO THE SHAREHOLDER’S PROPOSAL~~

Currently, the Company has no rule or ~~By-law~~by-law concerning proxy ~~access; accordingly,~~access. Accordingly, this matter is properly governed by Delaware General ~~Business~~Corporation Law and SEC law and regulations. ~~The shareholder in~~In its supporting statement, the shareholder relies on academic studies to support its contention that proxy access increases directors’ accountability and long-term value creation. Addressing accountability first, Old Republic’s governance structure already provides shareholders with various opportunities to hold the Board accountable in the nomination and election of directors. The Company’s governance structure currently provides:

·	Shareholders the ability to call special meetings and take action by written consent outside the context of an annual meeting of shareholders.

That in the event that any director receives a significant withhold vote in an election, the Governance and Nominating Committee have stated that they would investigate the reason or reasons for such a withhold vote and following its investigation, the Committee would make such recommendations to the full Board as are appropriate in light of the facts and circumstances that they discover.

Shareholders have the ability to recommend director candidates to Old Republic’s Governance and Nominating Committee. Such nominees would be evaluated and considered using the same criteria as are used for all candidates and would be reviewed with the same consideration made for the Company’s needs as all other candidates.

·	A strong independent leadership structure, including a Lead Independent Director who is appointed from among the independent directors.

Currently, ~~ten~~twelve of the ~~twelve~~fourteen Company directors are independent under the rules of the NYSE and the SEC and are under no obligation to follow the lead of the Company’s management. Moreover, based on the beneficial ownership of approximately ~~2.0%~~1.9% of the Company’s outstanding Common ~~stock~~Stock by the directors and executive officers of the company, as a group, and the ownership of approximately ~~6.3%~~6.6% of Old Republic’s outstanding stock by its employees’ ESSOP, pension and other benefit plans, the interests of the Company’s directors, executive officers and employees (a combined ~~8.3%)~~8.5% interest) are fully aligned with those of the shareholders. In these regards, the Board believes that this alignment of interests among these groups along with the intellectual capital that they have invested in Old Republic, demonstrate that they, as a group, are committed to the Company’s performance over the ~~long run,~~long-run, and are thus responsive to the concerns of shareholders as serious investors in Old Republic’s business.

The Company also has an effective director nomination process. In this regard, the Board of Directors’ Governance and Nominating Committee follows an approach designed to obtain a reasonable balance between skills, tenure and experience in the slating and retention of directors. The Committee is always open to considering all candidates nominated by ~~shareholders,~~outside shareholders. As discussed on pages 14 to 16 and ~~as described elsewhere in~~19 to 20 of this proxy statement, the Committee’s policy is that it will evaluate each ~~such~~ candidate on the basis of all the ~~minimum~~ criteria, ~~and~~ background qualifications, and ~~experience as are required of any candidate.~~experience.

The supporting statement to the shareholder’s proposal asserts that in addition to fostering director accountability, it would also result in long-term value creation. The Board of Directors is unaware of any empirical evidence that such value creation would in fact occur. ~~Notably, while not disclosed by the shareholder in its supporting statement, one of the event studies in the academic report cited by the shareholder concludes that proxy access could have a~~ ~~negative~~ ~~impact on US market capitalization. Moreover,~~In these regards, the Board believes that much of what passes as best practices of corporate governance propounded by certain academic circles and shareholder advisory services that are unregulated and not sanctioned by U.S. Government institutions such as the Securities and Exchange Commission or State chartering authorities is based on theories largely distanced from real business life considerations. ~~As demonstrated by the fact that even~~Moreover, the academic studies cited by the shareholder are not unanimous in concluding that proxy access may, in fact, increase US market ~~capitalization,~~capitalization. On this basis, the Board views much of the current academic theory ~~on the merits of~~relating to proxy access asand other so called governance practices to be speculative in nature, and as attempts for one-size-fits-all financial and social engineering unrelated to the uniqueness of individual institutions such as Old Republic, their culture, proprietary business models, and their long-term operating and ~~growth~~value creating objectives.

The tables that follow reflect the Company’s annual operating results over the past 50 years. To put them in perspective, the Company has included information on the stock market’s valuation. The first table compares Old Republic’s annual total book return with the total pretax annual return for the Standard & Poor’s 500 Index. (The Company calculates total book return by taking the annual post-tax change in shareholders’ equity per share, plus the pretax dividend yield on that account.) For this period, Old Republic’s total book return averaged 14.7%, versus 11.5% for the S&P 500 Index.

The second table compares the Company’s annual total market return on a per-share basis with the S&P 500’s performance. (This is calculated by taking the year-to-year percentage change in the closing price of Old Republic’s stock, plus the cash dividend as a percentage of the closing price per share at the beginning of each year.) During this time, Old Republic’s shares posted an annual average return of 17.3% versus 11.5% for the S&P 500.

Both charts reflect the Company’s poorer performance relative to the S&P 500 Index in the Great Recession years, as this recession seriously impacted the Company’s Run-Off financial indemnity business. This relatively poorer performance is expected to turn more positive as Old Republic’s recalibrated capital resources restore an earnings momentum driven by its General and Title insurance businesses.

~~OLD REPUBLIC INTERNATIONAL CORPORATON – Total Book Return Compared S&P 500~~

Old Republic International Corporation (a) S&P 500 (b)
Relative
Results
Year
Ending
Book Value

Cash
Dividends
Paid (c)

Percentage
Change in
Book Value

Dividend
Yield

Total
Book
Return (d)

Total
Annual
Return

ORI vs.
S&P 500

1967 $ 0.25 $ 0.007 56.3% 4.4% 60.7% 23.7% 37.0%
1968 0.28 0.007 15.2% 2.8% 18.0% 11.0% 7.0%
1969 0.31 0.011 9.4% 3.8% 13.2% –8.4% 21.6%
1970 0.36 0.012 15.5% 4.0% 19.5% 4.0% 15.5%
1971 0.47 0.014 31.3% 3.9% 35.2% 14.3% 20.9%

1972 0.48 0.016 2.3% 3.4% 5.7% 19.0% –13.3%
1973 0.47 0.019 –2.2% 3.9% 1.7% –14.7% 16.4%
1974 0.38 0.020 –19.3% 4.2% –15.1% –26.5% 11.4%
1975 0.29 0.020 –23.9% 5.3% –18.6% 37.2% –55.8%
1976 0.56 0.011 94.4% 3.9% 98.3% 23.8% 74.5%

1977 0.79 0.022 41.9% 3.9% 45.8% –7.2% 53.0%
1978 0.98 0.033 22.8% 4.2% 27.0% 6.6% 20.4%
1979 1.08 0.052 10.9% 5.3% 16.2% 18.4% –2.2%
1980 1.22 0.054 12.8% 5.0% 17.8% 32.5% –14.7%
1981 1.39 0.054 14.0% 4.4% 18.4% –4.9% 23.3%

1982 1.65 0.056 18.4% 4.0% 22.4% 21.6% 0.8%
1983 1.89 0.058 14.6% 3.6% 18.2% 22.6% –4.4%
1984 2.21 0.059 16.9% 3.3% 20.2% 6.3% 13.9%
1985 2.30 0.062 4.3% 2.9% 7.2% 31.7% –24.5%
1986 2.53 0.065 9.7% 2.7% 12.6% 18.7% –6.1%

1987 2.95 0.068 16.7% 2.7% 19.4% 5.3% 14.1%
1988 3.15 0.071 6.9% 2.3% 9.2% 16.6% –7.4%
1989 3.54 0.076 12.4% 2.4% 14.8% 31.7% –16.9%
1990 3.92 0.081 10.7% 2.2% 13.1% –3.1% 16.2%
1991 4.46 0.086 13.7% 2.2% 15.9% 30.5% –14.6%

1992 5.07 0.093 13.8% 2.1% 15.9% 7.6% 8.3%
1993 5.75 0.102 13.4% 1.9% 15.3% 10.1% 5.2%
1994 6.11 0.111 6.3% 2.0% 8.3% 1.3% 7.0%
1995 7.24 0.121 18.5% 2.0% 20.5% 37.6% –17.1%
1996 7.77 0.148 7.3% 2.0% 9.3% 23.0% –13.7%

1997 8.31 0.178 7.0% 2.3% 9.3% 33.4% –24.1%
1998 9.21 0.206 10.8% 2.5% 13.3% 28.6% –15.3%
1999 9.59 0.261 4.2% 2.8% 7.0% 21.0% –14.0%
2000 11.00 0.293 14.6% 3.1% 17.7% –9.1% 26.8%
2001 12.48 0.315 13.5% 2.9% 16.4% –11.9% 28.3%

2002 13.96 0.336 11.8% 2.7% 14.5% –22.1% 36.6%
2003 15.65 0.890 (c) 12.1% 6.4% (c) 18.6% 28.7% –10.1%
2004 16.94 0.402 8.2% 2.6% 10.8% 10.9% –0.1%
2005 17.53 1.312 (c) 3.5% 7.7% (c) 11.2% 4.9% 6.3%
2006 18.91 0.590 7.9% 3.4% 11.3% 15.8% –4.5%

2007 19.71 0.630 4.2% 3.3% 7.5% 5.5% 2.0%
2008 15.91 0.670 –19.3% 3.4% –15.9% –37.0% 21.1%
2009 16.49 0.680 3.6% 4.3% 7.9% 26.5% –18.6%
2010 16.16 0.690 –2.0% 4.2% 2.2% 15.1% –12.9%
2011 14.76 0.700 –8.7% 4.3% –4.4% 2.1% –6.5%

2012 14.03 0.710 –4.9% 4.8% –0.1% 16.0% –16.1%
2013 14.64 0.720 4.3% 5.1% 9.4% 32.4% –23.0%
2014 15.15 0.730 3.5% 5.0% 8.5% 13.7% –5.2%
2015 15.02 0.740 –0.9% 4.9% 4.0% 1.4% 2.6%
2016
$ 17.20
$ 0.750 14.5% 5.0% 19.5% 11.9% 7.6%
Annual Average – 1967 to 2016 (50 years) 11.1% 3.6% 14.7% 11.5% 3.2%

~~(a)~~

Old Republic’s per share statistics have been retroactively restated for stock dividends and splits. The data applicable to the Company are reported on a post-tax basis relative to book value, and on a pretax basis with respect to the dividend yield. The 1967 information is based on the statutory results of Old Republic Life Insurance Company, predecessor to Old Republic International Corporation.

~~(b)~~

~~Data for the Standard & Poor’s 500 Index (“S&P 500“) are calculated on a pretax basis.~~

~~(c)~~

~~In December, 2003 and 2005, special year-end cash dividends of $.534 and $.800 per common share were declared and paid.~~

~~(d)~~

~~Total book return represents the sum of each year’s dividend yield as a percentage of beginning book value per share, plus the percentage change in each year’s book value per share.~~

~~OLD REPUBLIC INTERNATIONAL CORPORATON – Total Market Return Compared S&P 500~~

Old Republic International Corporation (a) S&P 500 (b)
Relative
Results
Year
Ending
Market
Value

Cash
Dividends
Paid (c)

Percentage
Change in
Market Value

Dividend
Yield

Total
Market
Return (d)

Total Annual
Return

ORI vs.
S&P 500

1967 $ 0.34 $ 0.007 –10.5% 1.8% –8.7% 23.7% –32.4%
1968 0.47 0.007 39.7% 2.1% 41.8% 11.0% 30.8%
1969 0.34 0.011 –28.4% 2.3% –26.1% –8.4% –17.7%
1970 0.53 0.012 57.1% 3.7% 60.8% 4.0% 56.8%
1971 0.84 0.014 59.6% 2.6% 62.2% 14.3% 47.9%

1972 1.24 0.016 47.5% 1.9% 49.4% 19.0% 30.4%
1973 0.45 0.019 –63.5% 1.5% –62.0% –14.7% –47.3%
1974 0.41 0.020 –10.6% 4.4% –6.2% –26.5% 20.3%
1975 0.44 0.020 7.9% 5.0% 12.9% 37.2% –24.3%
1976 0.62 0.011 42.7% 2.6% 45.3% 23.8% 21.5%

1977 0.79 0.022 27.4% 3.5% 30.9% –7.2% 38.1%
1978 0.98 0.033 22.8% 4.2% 27.0% 6.6% 20.4%
1979 1.11 0.052 14.2% 5.3% 19.5% 18.4% 1.1%
1980 0.89 0.054 –20.4% 4.8% –15.6% 32.5% –48.1%
1981 1.14 0.054 28.8% 6.1% 34.9% –4.9% 39.8%

1982 1.46 0.056 27.8% 4.9% 32.7% 21.6% 11.1%
1983 2.35 0.058 61.4% 4.0% 65.4% 22.6% 42.8%
1984 2.03 0.059 –13.7% 2.5% –11.2% 6.3% –17.5%
1985 3.01 0.062 48.4% 3.0% 51.4% 31.7% 19.7%
1986 2.32 0.065 –23.2% 2.2% –21.0% 18.7% ��39.7%

1987 1.86 0.068 –19.6% 2.9% –16.7% 5.3% –22.0%
1988 2.35 0.071 26.0% 3.8% 29.8% 16.6% 13.2%
1989 2.61 0.076 11.0% 3.2% 14.2% 31.7% –17.5%
1990 2.46 0.081 –5.3% 3.1% –2.2% –3.1% 0.9%
1991 4.21 0.086 70.7% 3.5% 74.2% 30.5% 43.7%

1992 5.90 0.093 40.2% 2.2% 42.4% 7.6% 34.8%
1993 5.37 0.102 –9.0% 1.7% –7.3% 10.1% –17.4%
1994 5.04 0.111 –6.1% 2.1% –4.0% 1.3% –5.3%
1995 8.42 0.121 67.1% 2.4% 69.5% 37.6% 31.9%
1996 9.51 0.148 13.0% 1.8% 14.8% 23.0% –8.2%

1997 13.22 0.178 39.0% 1.9% 40.9% 33.4% 7.5%
1998 12.00 0.206 –9.2% 1.6% –7.6% 28.6% –36.2%
1999 7.27 0.261 –39.4% 2.2% –37.2% 21.0% –58.2%
2000 17.06 0.293 134.8% 4.0% 138.8% –9.1% 147.9%
2001 14.93 0.315 –12.5% 1.8% –10.7% –11.9% 1.2%

2002 14.93 0.336 ––% 2.2% 2.2% –22.1% 24.3%
2003 20.29 0.890 (c) 35.9% 5.9% (c) 41.8% 28.7% 13.1%
2004 20.24 0.402 –0.2% 2.0% 1.8% 10.9% –9.1%
2005 21.01 1.312 (c) 3.8% 6.5% (c) 10.3% 4.9% 5.4%
2006 23.28 0.590 10.8% 2.8% 13.6% 15.8% –2.2%

2007 15.41 0.630 –33.8% 2.7% –31.1% 5.5% –36.6%
2008 11.92 0.670 –22.6% 4.3% –18.3% –37.0% 18.7%
2009 10.04 0.680 –15.8% 5.7% –10.1% 26.5% –36.6%
2010 13.63 0.690 –35.8% 6.9% 42.7% 15.1% 27.6%
2011 9.27 0.700 –32.0% 5.1% –26.9% 2.1% –29.0%

2012 10.65 0.710 14.9% 7.7% 22.6% 16.0% 6.6%
2013 17.27 0.720 62.2% 6.8% 69.0% 32.4% 36.6%
2014 14.63 0.730 –15.3% 4.2% –11.1% 13.7% –24.8%
2015 18.63 0.740 27.3% 5.1% 32.4% 1.4% 31.0%
2016
$ 19.00
$ 0.750 2.0% 4.0% 6.0% 11.9% –5.9%
Annual Average – 1967 to 2016 (50 years) 13.7% 3.6% 17.3% 11.5% 5.8%

~~(a)~~

Old Republic’s per share statistics have been retroactively restated for stock dividends and splits. The 1967 information is based on the statutory results of Old Republic Life Insurance Company, predecessor to Old Republic International Corporation.

~~(b)~~

~~Data for both the Company and the Standard & Poor’s 500 Index (“S&P 500“) are calculated on a pretax basis.~~

~~(c)~~

~~In December, 2003 and 2005, special year-end cash dividends of $.534 and $.800 per common share were declared and paid.~~

~~(d)~~

Total market return has been calculated as the sum of the year-to-year increase or decrease in the closing price and the dividend yield for each year as a percentage of the closing price at the end of the preceding year. The total return shown would be higher if an interest factor were also applied to the reinvestment of cash dividends.

The Board of Directors has considered the proposal by CalPERS, as it ~~also did last year. Following~~has in previous years following the vote on a similar CalPERS proposal at the ~~2016 Shareholder~~Annual Meeting of the Shareholders. In each case, the Board of Directors reviewed

the Company’s corporate governance practices and the Proxy Access proposal CalPERS made, in the context of the totality of Old Republic’s system of corporate governance. The Board has determined that the system Old Republic has in place, and which has been consistently adhered to during decades of the Company’s existence as an independent publicly-held insurance holding company, best suits the Company and its ~~shareholders’~~shareholders and all other stakeholders’ ~~needs.~~ interests.

The Board is of the view that the Company’s performance over decades provides empirical evidence that ~~the Company’s~~its established system of governance is ~~not broken~~singularly suited to support, promote, and ~~therefore does not need~~execute the Company’s Purpose, Mission, and long-term strategy set out at pages 7 to ~~be fixed or enhanced. The Board~~12. It believes that ~~actions~~results speak louder than ~~words~~theory and that Old Republic’s governance structure has helped produce ~~industry-beating~~better than industry-wide value creation for all ~~of its serious long term investors. Very little additional proof is needed of Old Republic’s distinguished record of successfully managing a~~ long-term ~~business in the best interests of its shareholders than the above two charts, which have been updated annually~~investors and supplied to shareholders for many years. Moreover, the Company believes the following tables and chart also support its position by comparing the Company’s stock market performance over the last 5 years with the S&P 500 index and its Peer Group of Companies.

~~Total Return to Shareholders~~

~~(Includes reinvestment of dividends)~~

ANNUAL RETURN PERCENTAGE
Years Ending
Company Name / Index Dec12 Dec13 Dec14 Dec15 Dec16
Old Republic International Corp 23.84 70.34 -11.15 33.30 6.08
S&P 500 Index 16.00 32.39 13.69 1.38 11.96
New Peer Group 34.96 37.22 13.98 11.12 10.18
Old Peer Group 21.67 32.02 14.95 13.90 8.99

INDEXED RETURNS
Years Ending
Base Period
Company Name / Index Dec11 Dec12 Dec13 Dec14 Dec15 Dec16
Old Republic International Corp 100.00 123.84 210.94 187.43 249.84 265.04
S&P 500 Index 100.00 116.00 153.57 174.60 177.01 198.18
New Peer Group 100.00 134.96 185.19 211.08 234.55 258.43
Old Peer Group 100.00 121.67 160.62 184.64 210.29 229.20

~~New Peer Group~~		~~Old Peer Group~~
~~American Financial Group, Inc.~~		~~American Financial Group, Inc.~~
~~American International Group, Inc.~~
~~Chubb Limited~~		~~Ace Limited and Chubb Corporation (Chubb Corporation was acquired~~ ~~by ACE Limited and changed its name to Chubb Limited in 2016)~~
~~Cincinnati Financial Corporation~~		~~Cincinnati Financial Corporation~~
~~Fidelity National Financial, Inc.~~		~~Fidelity National Financial, Inc.~~
~~First American Financial Corporation~~		~~First American Financial Corporation~~
~~Markel Corporation~~		~~Markel Corporation~~
~~Stewart Information Services Corporation~~		~~Stewart Information Services Corporation~~
~~Travelers Companies, Inc.~~		~~Travelers Companies, Inc.~~
~~XL Group Plc~~		~~XL Group Plc~~

~~Further, it should be pointed out that in addition~~other stakeholders. Please refer to the Company’s better than Peer group and S&P performance as shown above, it has paid cash dividends without interruption for each of the 75 years since 1942, and its annual dividend rate has been increased in each of the past 35 years. The Company announced a further increase of its quarterly dividend to $.19 per share at its February, 23, 2017 Directors’ meeting.charts on pages 10-12.

Viewed against the backdrop of the Company’s financial performance over ~~several~~the many decades, the Board believes that its shareholders have had and will continue to have the opportunity to hold Directors accountable under its ~~current~~long-standing method of operations and governance for the long run management of the enterprise. Accordingly, the Board does not believe that the shareholder’s proposal would necessarily result in more effective corporate governance or long-term value ~~creation.~~creation on behalf of shareholders and other stakeholders.

VOTE REQUIRED WITH RESPECT TO THE CALPERS SHAREHOLER PROPOSAL

If this advisory proposal is properly presented at the Annual ~~Shareholders’~~ Meeting of the Shareholders, approval requires the affirmative vote of a majority of the shares present at the Meeting, in person or represented by proxy, and entitled to vote. Proxies submitted without direction pursuant to this solicitation will be voted AGAINST the ~~stockholder~~CalPERS shareholder proposal. Abstentions will have the same effect as a vote against the proposal. Brokers will not have discretionary authority to vote on this proposal, so there could be broker non-votes. Broker non-votes will have no effect on the vote. The result of this vote shall be disclosed in a filing made with the SEC shortly after the Annual ~~Shareholders’~~ Meeting of the Shareholders and will be available for review on the Company’s website, www.oldrepublic.com.

BOARD OF DIRECTORS’ RECOMMENDATION

The Company’s Board believes that this proposal is not in the shareholders’ best long-term interests, and recommends a vote AGAINST it. Proxies solicited by the Board of Directors shall be voted AGAINST this proposal unless shareholders specifically vote for it in their proxies.

~~OTHER INFORMATION~~

~~SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE~~

OTHER INFORMATION

Section 16(a) of the Securities Exchange Act of 1934 requires the Company’s executive officers and directors, and persons who own more than ten percent of the Company’s Common Stock, to file reports of ownership and changes in ownership with the SEC. Based solely on reports and other information submitted by executive officers, directors and such other persons required to file, the Company believes that during the year ended December 31, 2015, all reports required by Section 16(a) have been properly filed.

SHAREHOLDER PROPOSALS FOR THE ~~2018~~2020 ANNUAL ~~SHAREHOLDERS’~~ MEETING OF THE SHAREHOLDERS

In order for a proposal by a shareholder of the Company to be included in the Company’s proxy statement and form of proxy for the ~~2018~~2020 Annual ~~Shareholders’~~ Meeting of the Shareholders, the proposal must be received by the Company no later than 120 days before the anniversary date of the Company’s last proxy statement (December ~~15)~~16).

~~STOCK OWNERSHIP GUIDELINES~~

The Company encourages all of its employees to own Company Common Stock directly or through employee benefit plans such as its 401(k) ESSOP. All of its executive officers and directors own shares of the Company’s Common Stock. The table on page 3 shows the nature and amount of such holdings.

The Company has an equity ownership policy for its directors and senior officers. Pursuant to this policy, directors are required to acquire holdings in the Company’s Common Stock with a value of at least $250,000. This policy allows new directors three years during which to acquire such ownership, with the valuation of such stock based upon the greater of current market value attained at any point in time, or the original acquisition cost. All of the Company’s directors, except Mr. Bateman, currently hold in excess of this requirement. For the most senior officers of the Company, the recommended value of Common Stock ownership is based upon the following multiples of the officer’s base salary:

~~CEO of the Company~~		~~6 times~~
~~President of the Company~~		~~4 times~~
~~Certain other senior officers of the Company and its subsidiaries~~		~~1.5 times~~

The value of all shares of Company Common Stock owned directly or held in employee benefit accounts by such officers, together with the value of deferred compensation accounts, are considered in meeting these objectives. Newly elected senior officers have five years to meet the pertinent requirement. Senior officers who are promoted to a position that suggests additional ownership of the Company’s Common Stock have three years from such promotion to meet the applicable requirement.

This proxy statement is filed by order of the Board of Directors.

John R. Heitkamp, Jr.

Senior Vice President,

General Counsel and Secretary

Chicago, Illinois

April ~~14, 2017~~15, 2019



NOTICE OF ANNUAL MEETING OF THE SHAREHOLDERS

TIME AND DATE		3:00 P.M. Central Daylight Time, Friday, May ~~26, 2017~~24, 2019
PLACE		Old Republic Building 22nd Floor Conference Center 307 N. Michigan Avenue Chicago, Illinois 60601
ITEMS OF BUSINESS		·ŸTo elect ~~four~~five members of the Class 32 Board of Directors, each for a term of three years. ·ŸTo ratify the selection of KPMG LLP (“KPMG”) as the Company’s independent registered public accounting firm for ~~2017.~~2019. ·ŸTo ~~have~~vote in an advisory ~~vote~~capacity concerning the Company’s executive compensation. ·Ÿ~~To recommend the frequency of having advisory votes concerning executive compensation.~~ ·To vote in an advisory capacity on a ~~shareholder~~properly made proposal ~~if properly submitted.~~submitted by a shareholder. ·ŸTo transact such other business as may properly come before the meeting and any adjournment or ~~postponement~~postpone-ment thereof.
RECORD DATE		You can vote if you are a shareholder of record on March ~~31, 2017.~~29, 2019.
ANNUAL REPORT TO SHAREHOLDERS		Our annual report to shareholders for ~~the year 2016~~2018 is printed together with this proxy statement. The Company’s Forms 10-K, 10-Q and other reports to shareholders may also be accessed through our website at www.oldrepublic.com or by writing to Investor Relations at the Company address.
PROXY VOTING		It is important that your shares be represented and voted at the ~~annual shareholders’ meeting (the “Annual Shareholders’ Meeting”).~~Annual Meeting of the Shareholders. You can vote your shares by completing and returning your proxy card, or by voting on the Internet, or by telephone.
April ~~14, 2017~~15, 2019		By order of the Board of Directors
		John R. Heitkamp, Jr. Senior Vice President, General Counsel and Secretary



Page No.	Table of Contents
1	GENERAL INFORMATION
1	Voting Procedures
2	Other Matters for the Annual ~~Shareholders’~~ Meeting of the Shareholders
3	Principal Holders of Securities
4	ITEM 1: ELECTION OF DIRECTORS
6	~~CORPORATE GOVERNANCE~~Board of Directors’ Recommendation
67	~~Overview~~CORPORATE GOVERANCE
613	Leadership Structure and Risk Management
714	Board of Directors’ Responsibilities and Independence
916	Procedures for the Approval of Related Person Transactions
1016	Section 16(a) Beneficial Ownership Reporting Compliance
17	The Board and Its Committees
1320	Shareholder Communication with the Board
1320	ITEM 2: RATIFICATION OF THE SELECTION OF AN INDEPENDENT REGISTERED PUBLIC
	ACCOUNTING FIRM
1320	External Audit Services
1421	Board of Directors’ Recommendation
21	Audit Committee Report for ~~2016~~2018
1522	COMPENSATION MATTERS
1522	Compensation Committee Report for ~~2016~~2018
1522	Compensation Committee Interlocks and Insider Participation
1522	Directors’ Compensation
1623	Compensation Discussion and Analysis
1926	Summary Compensation Table
2227	~~Nonqualified Deferred Compensation~~CEO Pay Ratio Disclosure
2227	Annual Salary Compensation Practices
28	Incentive Awards and Bonuses
28	Key Employee Performance Recognition Plans
29	Deferred Compensation Under the KEPRP
29	Stock Options or Restricted Stock Awards Under Incentive Compensation Plan ~~and Stock Option Awards~~
2330	Stock Option Grants During ~~2016~~2018
2331	Exercises of Stock Option During ~~2016~~2018
2431	Equity Compensation Plan Information
2432	Outstanding Equity Awards at Year End 2018
33	Financial Restatement
33	Hedging Prohibited
33	Change of Control, Severance or Retirement
24	~~Financial Restatement~~
2433	Tax Deductibility of Compensation
2534	~~Outstanding Equity Awards at Year End 2016~~Stock Ownership Guidelines
2634	Pension Plan and Baseline Security Plan
2735	Pension Benefits
2735	Employees Savings and Stock Ownership Plan (ESSOP)
2836	Other Benefits
2836	ITEM 3: VOTE ON EXECUTIVE COMPENSATION
2937	Board of Directors’ Recommendation
2937	ITEM 4: ~~FREQUENCY OF ADVISORY VOTE ON EXECUTIVE COMPENSATION~~
30	~~Board of Directors’ Recommendation~~
30	~~ITEM 5:~~ SHAREHOLDER PROPOSAL
3037	~~Supporting Statement by CalPERS~~PROPOSAL AND SUPPORTING STATEMENT
3138	OLD REPUBLIC’S STATEMENT IN OPPOSITION TO THE SHAREHOLDER PROPOSAL
3639	Board of Directors’ Recommendation
3639	OTHER INFORMATION
36	~~Section 16(a) Beneficial Ownership Reporting Compliance~~
3739	Shareholder Proposals for the ~~2018~~2020 Annual ~~Shareholders’~~ Meeting
37	~~Stock Ownership Guidelines~~ of the Shareholders

Type of Fees	2016	2015
Audit Fees	$5,408,600	$4,993,650
Audit Related Fees	88,725	77,500
Tax Fees	—	—
All Other Fees	—	—
Total	$5,497,325	$5,071,150



Type of Fees	2018	2017
Audit Fees	$5,475,108	$5,337,680
Audit Related Fees	167,992	27,100
Tax Fees	—	—
All Other Fees	—	—
Total	$5,643,100	$5,364,780


2)	Aggregate number of securities to which transaction applies:


3)	Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is calculated and state how it was determined):

Common Stock	Name of Beneficial Owner	Shares to Stock Options(*)	Shares Held by Employee Plans(*)(2)(3)	Other Shares Beneficially Owned(*)	Total		Percent of Class(*)
Directors’ and Executive Officers’(including nominees) Beneficial Ownership	Steven J. Bateman	0	0	10,000	10,000		**
	Harrington Bischof	0	0	20,239	20,239	(4)	**
	Jimmy A. Dew	0	124,338	745,657	869,995	(5)	0.3
	John M. Dixon	0	0	21,061	21,061		**
	James C. Hellauer	0	0	43,500	43,500		**
	Spencer LeRoy III	148,900	24,564	76,716	250,180		0.1
	Karl W. Mueller	169,125	15,960	9,720	194,805		0.1
	R. Scott Rager	262,750	72,607	2,500	337,857		0.1
	Craig R. Smiddy	12,150	615	6,720	19,485		**
	Arnold L. Steiner	0	0	812,438	812,438	(6)	0.3
	Fredricka Taubitz	0	0	19,000	19,000		**
	Charles F. Titterton	0	0	21,587	21,587	(7)	**
	Dennis Van Mieghem	0	0	17,800	17,800	(8)	**
	Steven R. Walker	0	0	60,000	60,000	(9)	**
	Rande K. Yeager	49,000	39,451	27,279	115,730		**
	Aldo C. Zucaro	519,000	571,467	1,255,000	2,345,467		0.9
	Directors and Executive Officers, as a group (17)	1,248,650	906,990	3,166,057	5,321,697		2.0

~~Executive Committee~~
~~Harrington Bischof~~ ~~John M. Dixon~~ ~~Arnold L. Steiner~~	~~Steven R. Walker~~ ~~Aldo C. Zucaro, Chairman~~



Governance and Nominating Committee
Members:	Harrington Bischof	Arnold L. Steiner
	John M. Dixon ~~James C. Hellauer~~	~~Arnold L. Steiner~~ Charles F. Titterton, Chairman
	Spencer LeRoy III	Steven R. Walker, Vice Chairman
	Glenn W. Reed

~~James C. Hellauer~~ ~~Fredricka Taubitz, Chairman~~

	By the Audit Committee
	Steven J. Bateman	Charles F. Titterton
	Glenn W. Reed	Dennis P. Van Mieghem, Vice Chairman
	Fredricka Taubitz, Chairman	Steven R. Walker

Equity Compensation Plan Status as of Year End 2016
Plan Category	Number of securities to be issued upon exercise of outstanding options, warrants and rights	Weighted-average exercise price of outstanding options, warrants and rights	Number of securities remaining available for future issuance under equity compensation plans (excluding securities reflected in column (a))
	(a)	(b)	(c)
Equity compensation plans approved by security holders	8,243,025*	$15.77	13,750,829
Equity compensation plans not approved by security holders	—	—	—
Total	8,243,025*	$15.77	13,750,829

				Options Outstanding			Options Exercisable
					Weighted – Average
Ranges of Exercise Prices			Year(s) of Grant	Number Outstanding	Remaining Contractual Life	Exercise Price	Number Exercisable	Weighted Average Exercise Price
$21.78	to	$23.16	2007	1,676,175	0.25	$21.77	1,676,175	$ 21.77
$ 7.73	to	$12.95	2008	451,450	1.25	12.91	451,450	12.91
$10.48			2009	298,505	2.25	10.48	298,505	10.48
$12.08			2010	355,745	3.25	12.08	355,745	12.08
$12.33			2011	637,592	4.25	12.33	637,592	12.33
$10.80			2012	760,237	5.25	10.80	760,237	10.80
$12.57			2013	811,720	6.25	12.57	569,292	12.57
$16.06			2014	1,045,461	7.25	16.06	607,102	16.06
$15.26			2015	978,640	8.25	15.26	391,137	15.26
$18.14			2016	1,227,500	9.25	18.14	347,876	18.14
Total				8,243,025		$15.77	6,095,111	$ 15.59

	Old Republic International Corporation (a)							S&P 500 (b)	Relative Results
Year	Ending Book Value	Cash Dividends Paid (c)		Percentage Change in Book Value	Dividend Yield		Total Book Return (d)	Total Annual Return	ORI vs. S&P 500

1967	$ 0.25	$ 0.007		56.3%	4.4%		60.7%	23.7%	37.0%
1968	0.28	0.007		15.2%	2.8%		18.0%	11.0%	7.0%
1969	0.31	0.011		9.4%	3.8%		13.2%	–8.4%	21.6%
1970	0.36	0.012		15.5%	4.0%		19.5%	4.0%	15.5%
1971	0.47	0.014		31.3%	3.9%		35.2%	14.3%	20.9%

1972	0.48	0.016		2.3%	3.4%		5.7%	19.0%	–13.3%
1973	0.47	0.019		–2.2%	3.9%		1.7%	–14.7%	16.4%
1974	0.38	0.020		–19.3%	4.2%		–15.1%	–26.5%	11.4%
1975	0.29	0.020		–23.9%	5.3%		–18.6%	37.2%	–55.8%
1976	0.56	0.011		94.4%	3.9%		98.3%	23.8%	74.5%

1977	0.79	0.022		41.9%	3.9%		45.8%	–7.2%	53.0%
1978	0.98	0.033		22.8%	4.2%		27.0%	6.6%	20.4%
1979	1.08	0.052		10.9%	5.3%		16.2%	18.4%	–2.2%
1980	1.22	0.054		12.8%	5.0%		17.8%	32.5%	–14.7%
1981	1.39	0.054		14.0%	4.4%		18.4%	–4.9%	23.3%

1982	1.65	0.056		18.4%	4.0%		22.4%	21.6%	0.8%
1983	1.89	0.058		14.6%	3.6%		18.2%	22.6%	–4.4%
1984	2.21	0.059		16.9%	3.3%		20.2%	6.3%	13.9%
1985	2.30	0.062		4.3%	2.9%		7.2%	31.7%	–24.5%
1986	2.53	0.065		9.7%	2.7%		12.6%	18.7%	–6.1%

1987	2.95	0.068		16.7%	2.7%		19.4%	5.3%	14.1%
1988	3.15	0.071		6.9%	2.3%		9.2%	16.6%	–7.4%
1989	3.54	0.076		12.4%	2.4%		14.8%	31.7%	–16.9%
1990	3.92	0.081		10.7%	2.2%		13.1%	–3.1%	16.2%
1991	4.46	0.086		13.7%	2.2%		15.9%	30.5%	–14.6%

1992	5.07	0.093		13.8%	2.1%		15.9%	7.6%	8.3%
1993	5.75	0.102		13.4%	1.9%		15.3%	10.1%	5.2%
1994	6.11	0.111		6.3%	2.0%		8.3%	1.3%	7.0%
1995	7.24	0.121		18.5%	2.0%		20.5%	37.6%	–17.1%
1996	7.77	0.148		7.3%	2.0%		9.3%	23.0%	–13.7%

1997	8.31	0.178		7.0%	2.3%		9.3%	33.4%	–24.1%
1998	9.21	0.206		10.8%	2.5%		13.3%	28.6%	–15.3%
1999	9.59	0.261		4.2%	2.8%		7.0%	21.0%	–14.0%
2000	11.00	0.293		14.6%	3.1%		17.7%	–9.1%	26.8%
2001	12.48	0.315		13.5%	2.9%		16.4%	–11.9%	28.3%

2002	13.96	0.336		11.8%	2.7%		14.5%	–22.1%	36.6%
2003	15.65	0.890	(c)	12.1%	6.4%	(c)	18.6%	28.7%	–10.1%
2004	16.94	0.402		8.2%	2.6%		10.8%	10.9%	–0.1%
2005	17.53	1.312	(c)	3.5%	7.7%	(c)	11.2%	4.9%	6.3%
2006	18.91	0.590		7.9%	3.4%		11.3%	15.8%	–4.5%

2007	19.71	0.630		4.2%	3.3%		7.5%	5.5%	2.0%
2008	15.91	0.670		–19.3%	3.4%		–15.9%	–37.0%	21.1%
2009	16.49	0.680		3.6%	4.3%		7.9%	26.5%	–18.6%
2010	16.16	0.690		–2.0%	4.2%		2.2%	15.1%	–12.9%
2011	14.76	0.700		–8.7%	4.3%		–4.4%	2.1%	–6.5%

2012	14.03	0.710		–4.9%	4.8%		–0.1%	16.0%	–16.1%
2013	14.64	0.720		4.3%	5.1%		9.4%	32.4%	–23.0%
2014	15.15	0.730		3.5%	5.0%		8.5%	13.7%	–5.2%
2015	15.02	0.740		–0.9%	4.9%		4.0%	1.4%	2.6%
2016	$ 17.20	$ 0.750		14.5%	5.0%		19.5%	11.9%	7.6%
Annual Average – 1967 to 2016 (50 years)				11.1%	3.6%		14.7%	11.5%	3.2%

		ANNUAL RETURN PERCENTAGE
		Years Ending
Company Name / Index		Dec12	Dec13	Dec14	Dec15	Dec16
Old Republic International Corp		23.84	70.34	-11.15	33.30	6.08
S&P 500 Index		16.00	32.39	13.69	1.38	11.96
New Peer Group		34.96	37.22	13.98	11.12	10.18
Old Peer Group		21.67	32.02	14.95	13.90	8.99

		INDEXED RETURNS
		Years Ending
	Base Period
Company Name / Index	Dec11	Dec12	Dec13	Dec14	Dec15	Dec16
Old Republic International Corp	100.00	123.84	210.94	187.43	249.84	265.04
S&P 500 Index	100.00	116.00	153.57	174.60	177.01	198.18
New Peer Group	100.00	134.96	185.19	211.08	234.55	258.43
Old Peer Group	100.00	121.67	160.62	184.64	210.29	229.20


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