Registration No.



                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D. C. 20549
                      ------------------------------------

                                    FORM S-8

                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933
                           --------------------------

                     OLD REPUBLIC INTERNATIONAL CORPORATION
             (Exact name of registrant as specified in its charter)

           Delaware                                           36-2678171
(State or other jurisdiction of                            (I.R.S. Employer
incorporation or organization)                            Identification No.)

                            307 North Michigan Avenue
                             Chicago, Illinois 60601
                    (Address of Principal Executive Offices)

         2002 OLD REPUBLIC INTERNATIONAL CORPORATION NON-QUALIFIED STOCK
                                  OPTION PLAN
                            (Full title of the plan)
                     ---------------------------------------

                                  A. C. Zucaro
                     Old Republic International Corporation
                            307 North Michigan Avenue
                             Chicago, Illinois 60601
                     (Name and address of agent for service)

                                 (312) 346-8100
          (Telephone number, including area code, of agent for service)
                     ---------------------------------------



                                    copy to:
                                William J. Dasso
                     Old Republic International Corporation
                            307 North Michigan Avenue
                             Chicago, Illinois 60601

<PAGE>

                         CALCULATION OF REGISTRATION FEE

-------------------------------------------------------------------------------

Title of        Amount          Proposed       Proposed          Amount
Securities      to be           Maximum        Maximum           of
to be           Registered      Offering       Aggregate         Registration
Registered      (1)             Price Per      Offering          Fee
                                Share (2)      Price (2)
-------------------------------------------------------------------------------

Common
Stock, par      12,000,000      $  26.74       $320,880,000      $25,959.19
value $1.00
per share

-------------------------------------------------------------------------------

     (1)  Pursuant to Rule 416 under the Securities Act of 1933, as amended, the
          number of shares of the  issuer's  Common Stock  registered  hereunder
          will be  adjusted in the event of stock  splits,  stock  dividends  or
          similar transactions.

     (2)  Estimated  solely for the purpose of computing  the  registration  fee
          based upon the average of the high and low prices of the Common  Stock
          as reported by the New York Stock Exchange on March 31, 2003.

     In addition, pursuant to Rule 416(c) under the Securities Act of 1933, this
     registration  statement also covers an indeterminate amount of interests to
     be offered or sold pursuant to the employee benefit plan described herein.

<PAGE>

                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT


Item 3.  INCORPORATION OF DOCUMENTS BY REFERENCE
         ---------------------------------------

     The following  documents  filed by Old Republic  International  Corporation
(the  "Company")  or the Restated  2002 Old Republic  International  Corporation
Non-Qualified  Stock Option Plan (the "Plan") with the  Securities  and Exchange
Commission are incorporated herein by reference:

     1. The Company's Annual Report on Form 10-K for the year ended December 31,
2002 (including  those portions of the Company's  definitive proxy statement for
the  Annual  Meeting  of  Shareholders  to be held on May 23,  2003,  which  are
incorporated by reference in such Annual Report on Form 10-K).

     2.  The  description  of  the  Company's  capital  stock  contained  in the
Company's  Registration  Statement  on Form S-3  filed  on  December  24,  1997,
including  any  amendment  or report  filed for the  purpose  of  updating  such
description.

All documents filed by the Company or the Plan pursuant to Section 13(a), 13(c),
14 or 15(d) of the  Securities  Exchange  Act of 1934,  as  amended,  after  the
effective  date of this  Registration  Statement  and  prior to the  filing of a
post-effective  amendment which indicates that all securities  offered hereunder
have been sold or which deregisters all securities then remaining unsold,  shall
be deemed to be  incorporated  by reference  herein and to be a part hereof from
the date of filing of such documents.

Item 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL
         --------------------------------------

     The  validity  of the shares of Common  Stock and  participating  interests
offered  under the Plan has been passed upon by Spencer  LeRoy III,  Senior Vice
President,  Secretary and General Counsel of the Company.  As of March 31, 2003,
Mr.  LeRoy  owned  stock and had options to  purchase  stock  granted  under the
Corporation's  Employee Stock Plan, which are exercisable  within 60 days, which
in the aggregate  represents less than 2/10ths of 1% of the Corporation's Common
Stock.

Item. 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS
         -----------------------------------------

     Section 145 of the Delaware  General  Corporation  Law contains  provisions
under which  corporations  organized  thereunder  are  permitted  or required in
certain  circumstances  to  indemnify  directors,  officers  and others  against
certain   liabilities  and  permitted  to  maintain   insurance  to  cover  such
liabilities and  liabilities  against which such  corporations  may not directly
indemnify  such  persons.  Article  Thirteenth  of the Restated  Certificate  of

<PAGE>

Incorporation of the registrant  grants  indemnification  to such persons to the
extent  permitted by Delaware law and authorizes the purchase of such insurance.
Pursuant to the  foregoing  provisions,  the  registrant  maintains  policies of
insurance for its directors and certain of its officers.

     Article  Seventeenth of the Restated  Certificate of  Incorporation  of the
registrant  eliminates the liability of the registrant's  directors for monetary
damages  for  breach of  fiduciary  duty as a director  except  where a director
breaches his duty of loyalty to the  registrant and its  stockholders,  fails to
act in good faith or engages in intentional misconduct or a knowing violation of
law,  authorizes the payment of a dividend or stock  repurchase which is illegal
under Section 174 of the Delaware General Corporation Law or obtains an improper
personal benefit.

     In  addition,  the  registrant  has entered or will enter into an Indemnity
Agreement with each of its directors and certain officers.  Under the provisions
of the Indemnity  Agreement,  the registrant  agrees with some  limitations,  to
indemnify  directors  and  officers  against  all  expenses  of  investigations,
judicial or administrative  proceedings or appeals, whether threatened,  pending
or completed,  amounts paid in settlement,  attorneys'  fees and, in third party
proceedings,  judgments  and fines,  actually  and  reasonably  incurred  in the
defense or settlement of a civil,  criminal or administrative  proceeding if the
officer or director  acted in good faith in a manner which he believed to be in,
or not opposed to, the best interests of the registrant.

Item 8.  EXHIBITS
         --------

4       Instruments defining the rights of security holders, including
        indentures.

(A)  *  Certificate of Designation with respect to Series A Junior Participating
        Preferred Stock (Exhibit 4.1 to Form 8-K filed May 30, 1997).

(B)  *  Certificate of  Designation  with  respect  to  Series  G-2  Convertible
        Preferred Stock (Exhibit 4(A) to Registrant's Annual Report on Form 10-K
        for 1995).

(C)  *  Certificate of Designation   with  respect  to  Series  G-3  Convertible
        Preferred Stock (Exhibit 4(C) to Registrant's Annual Report on Form 10-K
        for 2001).

(D)  *  Amended and Restated Rights Agreement dated  as of May 15, 1997  between
        Old Republic  International  Corporation and First Chicago Trust Company
        of New York (Exhibit 4.1 to Registrant's Form 8-K filed May 30, 1997).

<PAGE>

(E)  *  Amendment  to   furnish  certain  long  term  debt  instruments  to  the
        Securities  & Exchange Commission  upon request (Exhibit  4(D) on Form 8
        dated August 28, 1987).

(F)  *  Form of Indenture  dated as of  August  15,  1992  between Old  Republic
        International  Corporation  and  Wilmington  Trust  Company, as  Trustee
        (Exhibit 4(G) to Registrant's Annual Report on Form 10-K for 1993).

(G)  *  Supplemental Indenture No. 1 dated as of June 16, 1997 supplementing the
        Indenture (Exhibit 4.3 to Registrant's Form 8-A filed June 16, 1997).

(H)  *  Supplemental Indenture No. 2 dated as of December 31, 1997 supplementing
        the  Indenture.(Exhibit 4(G) to  registrant's Annual Report on Form 10-K
        for 1997).

5(A)    Opinion of Spencer LeRoy III as to the validity of the  securities being
        registered.

10      The Restated 2002 Old Republic  International Corporation  Non-Qualified
        Stock Option Plan.

23(a)   Consent of PricewaterhouseCoopers LLP, independent accountants.

23(b)   Consent of Spencer LeRoy III (included as part of Exhibit 5).

24      Powers of Attorney.

28   *  Consolidated  Schedule P (Exhibit 28 to  Registrant's  Annual  Report on
        Form 10-K for 2002).

------------
  * Exhibit incorporated herein by reference.

<PAGE>

Item 9.  UNDERTAKINGS
         ------------

          The undersigned registrant hereby undertakes:

     (1)  To file,  during any period in which offers or sales are being made, a
          post-effective amendment to this registration statement:


          (i)  To include any  prospectus  required  by section  10(a)(3) of the
               Securities Act of 1933;

          (ii) To reflect in the  prospectus  any facts or events  arising after
               the  effective  date of the  registration  statement (or the most
               recent post-effective  amendment thereof) which,  individually or
               in  the  aggregate,   represent  a  fundamental   change  in  the
               information set forth in the registration statement;

          (iii)To include any material  information  with respect to the plan of
               distribution   not  previously   disclosed  in  the  registration
               statement  or any  material  change  to such  information  in the
               registration statement;

               Provided,  however,  that  paragraphs  (1)(i) and  (1)(ii) do not
               apply if the  registration  statement is on Form S-3 or Form S-8,
               and the information  required to be included in a  post-effective
               amendment by those  paragraphs  is contained in periodic  reports
               filed by the  registrant  pursuant to section 13 or section 15(d)
               of the Securities  Exchange Act of 1934 that are  incorporated by
               reference in the registration statement.


     (2)  That,  for  the  purpose  of  determining   any  liability  under  the
          Securities Act of 1933,  each such  post-effective  amendment shall be
          deemed to be a new registration  statement  relating to the securities
          offered  therein,  and the  offering of such  securities  at that time
          shall be deemed to be the initial bona fide offering thereof.

     (3)  To remove from registration by means of a post-effective amendment any
          of  the  securities  being  registered  which  remain  unsold  at  the
          termination of the offering.

<PAGE>

     The  undersigned   registrant  hereby  undertakes  that,  for  purposes  of
determining  any liability  under the Securities Act of 1933, each filing of the
registrant's  annual  report  pursuant to section  13(a) or section 15(d) of the
Securities  Exchange  Act of 1934  (and,  where  applicable,  each  filing of an
employee  benefit  plan's  annual  report  pursuant  to  section  15(d)  of  the
Securities  Exchange  Act of 1934)  that is  incorporated  by  reference  in the
registration  statement  shall  be  deemed  to be a new  registration  statement
relating to the securities offered therein,  and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.

     Insofar as indemnification for liabilities arising under the Securities Act
of 1933 may be permitted to directors,  officers and controlling  persons of the
Company pursuant to the provisions described in Item 6 above, or otherwise,  the
Company has been  advised  that in the opinion of the  Securities  and  Exchange
Commission such indemnification is against public policy as expressed in the Act
and is, therefore,  unenforceable. In the event that a claim for indemnification
against  such  liabilities  (other  than the  payment by the Company of expenses
incurred or paid by a director,  officer or controlling person of the Company in
the  successful  defense of any action,  suit or proceeding) is asserted by such
director,  officer or controlling person in connection with the securities being
registered,  the Company  will,  unless in the opinion of its counsel the matter
has been  settled by  controlling  precedent,  submit to a court of  appropriate
jurisdiction the question whether such  indemnification  by it is against public
policy as expressed in the Act and will be governed by the final adjudication of
such issue.

<PAGE>

                                   SIGNATURES


     Pursuant to the  requirements of the Securities Act of 1933, the registrant
certifies  that it has  reasonable  grounds  to  believe  that it meets  all the
requirements  for  filing  on Form S-8 and has  duly  caused  this  Registration
Statement  to be  signed  on its  behalf  by  the  undersigned,  thereunto  duly
authorized,  in the City of  Chicago  and State of  Illinois  on the 31st day of
March, 2003.


                                       OLD REPUBLIC INTERNATIONAL CORPORATION


                                       By /s/ A.C. Zucaro
                                          -----------------------------------
                                          A. C. Zucaro, President


     Pursuant  to  the   requirements  of  the  Securities  Act  of  1933,  this
Registration  Statement  has  been  signed  by  the  following  persons  in  the
capacities indicated and on the 31st day of March, 2003.


         Signature                            Title
         ---------                            -----

    /s/ A. C. Zucaro                 Director, Chairman of the
------------------------------       Board, President and
A. C. Zucaro                         Chief Executive Officer



   /s/ John S. Adams                 Senior Vice President and
------------------------------       Chief Financial Officer
John S. Adams


                                     Director
------------------------------
Harrington Bischof*


                                     Director
------------------------------
Anthony F. Colao*


                                     Director and Sales Group
------------------------------       Manager of Republic Mortgage
Jimmy A. Dew*                        Insurance Company

<PAGE>



                                     Director
------------------------------
Kurt W. Kreyling*


                                     Director and Chairman of the
------------------------------       Board of Bituminous
Peter Lardner*                       Casualty Corp.


                                     Director
-------------------------------
Wilbur S. Legg*


                                     Director
-------------------------------
John W. Popp*


                                     Director and President of
-------------------------------      Republic Mortgage Insurance
William A. Simpson*                  Company


                                     Director
-------------------------------
Arnold L. Steiner*


                                     Director
-------------------------------
David Sursa*



                                     Director
-------------------------------
William G. White, Jr.*


*By: /s/  A.C. Zucaro
    ----------------------------
    A. C. Zucaro, Attorney-In-Fact
    Pursuant to a Power of Attorney
    dated December 5, 2002

<PAGE>

                                INDEX TO EXHIBITS
                                -----------------

Exhibit No.                        Description
-----------                        -----------

     4    Instruments  defining  the  rights  of  security  holders,   including
          indentures.

     (A)  * Certificate   of  Designation   with  respect  to  Series  A  Junior
            Participating   Preferred  Stock  (Exhibit  4.1  to  Form  8-K filed
            May 30, 1997).

     (B)  * Certificate  of Designation  with respect to Series G-2  Convertible
            Preferred Stock (Exhibit 4(A) to Registrant's  Annual Report on Form
            10-K for 1995).

     (C)  * Certificate  of Designation  with respect to Series G-3  Convertible
            Preferred Stock (Exhibit 4(C) to Registrant's  Annual Report on Form
            10-K for 2001).

     (D)  * Amended  and  Restated  Rights  Agreement  dated as of May 15,  1997
            between  Old Republic  International  Corporation and  First Chicago
            Trust   Company of New York  (Exhibit 4.1 to  Registrant's  Form 8-K
            filed May 30, 1997).

     (E)  * Agreement  to  furnish  certain  long term debt  instruments  to the
            Securities &  Exchange  Commission  upon  request  (Exhibit  4(D) on
            Form 8 dated August 28, 1987).

     (F)  * Form of  Indenture  dated as of August 15, 1992 between Old Republic
            International Corporation and Wilmington  Trust Company,  as Trustee
            (Exhibit 4(G) to Registrant's Annual Report on Form 10-K for 1993).

     (G)  * Supplemental Indenture No. 1 dated as of June 16, 1997 supplementing
            the Indenture (Exhibit  4.3 to  Registrant's  Form 8-A filed June 16
            1997).

     (H)  * Supplemental  Indenture   No.  2  dated  as  of  December  31,  1997
            supplementing  the Indenture. (Exhibit 4(G) to  Registrant's  Annual
            Report on Form 10-K for 1997).

     5(A)   Opinion of Spencer LeRoy III as to the  validity  of the  securities
            being registered.

     10     The   Restated   2002   Old    Republic   International  Corporation
            Non-Qualified Stock Option Plan.

     23(A)  Consent of PricewaterhouseCoopers LLP, independent  certified public
            accountants.

<PAGE>

                                INDEX TO EXHIBITS
                                -----------------

Exhibit No.                        Description
-----------                        -----------

     23(B)  Consent of Spencer LeRoy III (included as part of Exhibit 5).

     24     Powers of Attorney

     28   * Consolidated Schedule P (Exhibit 28 to Registrant's Annual Report on
            Form 10-K for 2002).


-----------

  * Exhibit incorporated herein by reference.
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Registration No.

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D. C. 20549
                      ------------------------------------

                                    FORM S-8

                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933
                           --------------------------

                     OLD REPUBLIC INTERNATIONAL CORPORATION
             (Exact name of registrant as specified in its charter)

           Delaware                                           36-2678171
(State or other jurisdiction of                            (I.R.S. Employer
incorporation or organization)                            Identification No.)

                            307 North Michigan Avenue
                             Chicago, Illinois 60601
                    (Address of Principal Executive Offices)

         2002 OLD REPUBLIC INTERNATIONAL CORPORATION NON-QUALIFIED STOCK
                                  OPTION PLAN
                            (Full title of the plan)
                     ---------------------------------------

                                  A. C. Zucaro
                     Old Republic International Corporation
                            307 North Michigan Avenue
                             Chicago, Illinois 60601
                     (Name and address of agent for service)

                                 (312) 346-8100
          (Telephone number, including area code, of agent for service)
                     ---------------------------------------

                                    copy to:
                                William J. Dasso
                     Old Republic International Corporation
                            307 North Michigan Avenue
                             Chicago, Illinois 60601
CALCULATION OF REGISTRATION FEE

-------------------------------------------------------------------------------

Title of        Amount          Proposed       Proposed          Amount
Securities      to be           Maximum        Maximum           of
to be           Registered      Offering       Aggregate         Registration
Registered      (1)             Price Per      Offering          Fee
                                Share (2)      Price (2)
-------------------------------------------------------------------------------

Common
Stock, par      12,000,000      $  26.74       $320,880,000      $25,959.19
value $1.00
per share

-------------------------------------------------------------------------------

     (1)  Pursuant to Rule 416 under the Securities Act of 1933, as amended, the
          number of shares of the  issuer's  Common Stock  registered  hereunder
          will be  adjusted in the event of stock  splits,  stock  dividends  or
          similar transactions.

     (2)  Estimated  solely for the purpose of computing  the  registration  fee
          based upon the average of the high and low prices of the Common  Stock
          as reported by the New York Stock Exchange on March 31, 2003.

     In addition, pursuant to Rule 416(c) under the Securities Act of 1933, this
     registration  statement also covers an indeterminate amount of interests to
     be offered or sold pursuant to the employee benefit plan described herein.
PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.  INCORPORATION OF DOCUMENTS BY REFERENCE
         ---------------------------------------

     The following  documents  filed by Old Republic  International  Corporation
(the  "Company")  or the Restated  2002 Old Republic  International  Corporation
Non-Qualified  Stock Option Plan (the "Plan") with the  Securities  and Exchange
Commission are incorporated herein by reference:

     1. The Company's Annual Report on Form 10-K for the year ended December 31,
2002 (including  those portions of the Company's  definitive proxy statement for
the  Annual  Meeting  of  Shareholders  to be held on May 23,  2003,  which  are
incorporated by reference in such Annual Report on Form 10-K).

     2.  The  description  of  the  Company's  capital  stock  contained  in the
Company's  Registration  Statement  on Form S-3  filed  on  December  24,  1997,
including  any  amendment  or report  filed for the  purpose  of  updating  such
description.

All documents filed by the Company or the Plan pursuant to Section 13(a), 13(c),
14 or 15(d) of the  Securities  Exchange  Act of 1934,  as  amended,  after  the
effective  date of this  Registration  Statement  and  prior to the  filing of a
post-effective  amendment which indicates that all securities  offered hereunder
have been sold or which deregisters all securities then remaining unsold,  shall
be deemed to be  incorporated  by reference  herein and to be a part hereof from
the date of filing of such documents.

Item 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL
         --------------------------------------

     The  validity  of the shares of Common  Stock and  participating  interests
offered  under the Plan has been passed upon by Spencer  LeRoy III,  Senior Vice
President,  Secretary and General Counsel of the Company.  As of March 31, 2003,
Mr.  LeRoy  owned  stock and had options to  purchase  stock  granted  under the
Corporation's  Employee Stock Plan, which are exercisable  within 60 days, which
in the aggregate  represents less than 2/10ths of 1% of the Corporation's Common
Stock.

Item. 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS
         -----------------------------------------

     Section 145 of the Delaware  General  Corporation  Law contains  provisions
under which  corporations  organized  thereunder  are  permitted  or required in
certain  circumstances  to  indemnify  directors,  officers  and others  against
certain   liabilities  and  permitted  to  maintain   insurance  to  cover  such
liabilities and  liabilities  against which such  corporations  may not directly
indemnify  such  persons.  Article  Thirteenth  of the Restated  Certificate  of
Incorporation of the registrant  grants  indemnification  to such persons to the
extent  permitted by Delaware law and authorizes the purchase of such insurance.
Pursuant to the  foregoing  provisions,  the  registrant  maintains  policies of
insurance for its directors and certain of its officers.

     Article  Seventeenth of the Restated  Certificate of  Incorporation  of the
registrant  eliminates the liability of the registrant's  directors for monetary
damages  for  breach of  fiduciary  duty as a director  except  where a director
breaches his duty of loyalty to the  registrant and its  stockholders,  fails to
act in good faith or engages in intentional misconduct or a knowing violation of
law,  authorizes the payment of a dividend or stock  repurchase which is illegal
under Section 174 of the Delaware General Corporation Law or obtains an improper
personal benefit.

     In  addition,  the  registrant  has entered or will enter into an Indemnity
Agreement with each of its directors and certain officers.  Under the provisions
of the Indemnity  Agreement,  the registrant  agrees with some  limitations,  to
indemnify  directors  and  officers  against  all  expenses  of  investigations,
judicial or administrative  proceedings or appeals, whether threatened,  pending
or completed,  amounts paid in settlement,  attorneys'  fees and, in third party
proceedings,  judgments  and fines,  actually  and  reasonably  incurred  in the
defense or settlement of a civil,  criminal or administrative  proceeding if the
officer or director  acted in good faith in a manner which he believed to be in,
or not opposed to, the best interests of the registrant.

Item 8.  EXHIBITS
         --------

4       Instruments defining the rights of security holders, including
        indentures.

(A)  *  Certificate of Designation with respect to Series A Junior Participating
        Preferred Stock (Exhibit 4.1 to Form 8-K filed May 30, 1997).

(B)  *  Certificate of  Designation  with  respect  to  Series  G-2  Convertible
        Preferred Stock (Exhibit 4(A) to Registrant's Annual Report on Form 10-K
        for 1995).

(C)  *  Certificate of Designation   with  respect  to  Series  G-3  Convertible
        Preferred Stock (Exhibit 4(C) to Registrant's Annual Report on Form 10-K
        for 2001).

(D)  *  Amended and Restated Rights Agreement dated  as of May 15, 1997  between
        Old Republic  International  Corporation and First Chicago Trust Company
        of New York (Exhibit 4.1 to Registrant's Form 8-K filed May 30, 1997).
(E)  *  Amendment  to   furnish  certain  long  term  debt  instruments  to  the
        Securities  & Exchange Commission  upon request (Exhibit  4(D) on Form 8
        dated August 28, 1987).

(F)  *  Form of Indenture  dated as of  August  15,  1992  between Old  Republic
        International  Corporation  and  Wilmington  Trust  Company, as  Trustee
        (Exhibit 4(G) to Registrant's Annual Report on Form 10-K for 1993).

(G)  *  Supplemental Indenture No. 1 dated as of June 16, 1997 supplementing the
        Indenture (Exhibit 4.3 to Registrant's Form 8-A filed June 16, 1997).

(H)  *  Supplemental Indenture No. 2 dated as of December 31, 1997 supplementing
        the  Indenture.(Exhibit 4(G) to  registrant's Annual Report on Form 10-K
        for 1997).

5(A)    Opinion of Spencer LeRoy III as to the validity of the  securities being
        registered.

10      The Restated 2002 Old Republic  International Corporation  Non-Qualified
        Stock Option Plan.

23(a)   Consent of PricewaterhouseCoopers LLP, independent accountants.

23(b)   Consent of Spencer LeRoy III (included as part of Exhibit 5).

24      Powers of Attorney.

28   *  Consolidated  Schedule P (Exhibit 28 to  Registrant's  Annual  Report on
        Form 10-K for 2002).

------------
  * Exhibit incorporated herein by reference.
Item 9.  UNDERTAKINGS
         ------------

          The undersigned registrant hereby undertakes:

     (1)  To file,  during any period in which offers or sales are being made, a
          post-effective amendment to this registration statement:

          (i)  To include any  prospectus  required  by section  10(a)(3) of the
               Securities Act of 1933;

          (ii) To reflect in the  prospectus  any facts or events  arising after
               the  effective  date of the  registration  statement (or the most
               recent post-effective  amendment thereof) which,  individually or
               in  the  aggregate,   represent  a  fundamental   change  in  the
               information set forth in the registration statement;

          (iii)To include any material  information  with respect to the plan of
               distribution   not  previously   disclosed  in  the  registration
               statement  or any  material  change  to such  information  in the
               registration statement;

               Provided,  however,  that  paragraphs  (1)(i) and  (1)(ii) do not
               apply if the  registration  statement is on Form S-3 or Form S-8,
               and the information  required to be included in a  post-effective
               amendment by those  paragraphs  is contained in periodic  reports
               filed by the  registrant  pursuant to section 13 or section 15(d)
               of the Securities  Exchange Act of 1934 that are  incorporated by
               reference in the registration statement.

     (2)  That,  for  the  purpose  of  determining   any  liability  under  the
          Securities Act of 1933,  each such  post-effective  amendment shall be
          deemed to be a new registration  statement  relating to the securities
          offered  therein,  and the  offering of such  securities  at that time
          shall be deemed to be the initial bona fide offering thereof.

     (3)  To remove from registration by means of a post-effective amendment any
          of  the  securities  being  registered  which  remain  unsold  at  the
          termination of the offering.
The  undersigned   registrant  hereby  undertakes  that,  for  purposes  of
determining  any liability  under the Securities Act of 1933, each filing of the
registrant's  annual  report  pursuant to section  13(a) or section 15(d) of the
Securities  Exchange  Act of 1934  (and,  where  applicable,  each  filing of an
employee  benefit  plan's  annual  report  pursuant  to  section  15(d)  of  the
Securities  Exchange  Act of 1934)  that is  incorporated  by  reference  in the
registration  statement  shall  be  deemed  to be a new  registration  statement
relating to the securities offered therein,  and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.

     Insofar as indemnification for liabilities arising under the Securities Act
of 1933 may be permitted to directors,  officers and controlling  persons of the
Company pursuant to the provisions described in Item 6 above, or otherwise,  the
Company has been  advised  that in the opinion of the  Securities  and  Exchange
Commission such indemnification is against public policy as expressed in the Act
and is, therefore,  unenforceable. In the event that a claim for indemnification
against  such  liabilities  (other  than the  payment by the Company of expenses
incurred or paid by a director,  officer or controlling person of the Company in
the  successful  defense of any action,  suit or proceeding) is asserted by such
director,  officer or controlling person in connection with the securities being
registered,  the Company  will,  unless in the opinion of its counsel the matter
has been  settled by  controlling  precedent,  submit to a court of  appropriate
jurisdiction the question whether such  indemnification  by it is against public
policy as expressed in the Act and will be governed by the final adjudication of
such issue.
SIGNATURES

     Pursuant to the  requirements of the Securities Act of 1933, the registrant
certifies  that it has  reasonable  grounds  to  believe  that it meets  all the
requirements  for  filing  on Form S-8 and has  duly  caused  this  Registration
Statement  to be  signed  on its  behalf  by  the  undersigned,  thereunto  duly
authorized,  in the City of  Chicago  and State of  Illinois  on the 31st day of
March, 2003.

                                       OLD REPUBLIC INTERNATIONAL CORPORATION

                                       By /s/ A.C. Zucaro
                                          -----------------------------------
                                          A. C. Zucaro, President

     Pursuant  to  the   requirements  of  the  Securities  Act  of  1933,  this
Registration  Statement  has  been  signed  by  the  following  persons  in  the
capacities indicated and on the 31st day of March, 2003.

         Signature                            Title
         ---------                            -----

    /s/ A. C. Zucaro                 Director, Chairman of the
------------------------------       Board, President and
A. C. Zucaro                         Chief Executive Officer

   /s/ John S. Adams                 Senior Vice President and
------------------------------       Chief Financial Officer
John S. Adams

                                     Director
------------------------------
Harrington Bischof*

                                     Director
------------------------------
Anthony F. Colao*

                                     Director and Sales Group
------------------------------       Manager of Republic Mortgage
Jimmy A. Dew*                        Insurance Company
Director
------------------------------
Kurt W. Kreyling*

                                     Director and Chairman of the
------------------------------       Board of Bituminous
Peter Lardner*                       Casualty Corp.

                                     Director
-------------------------------
Wilbur S. Legg*

                                     Director
-------------------------------
John W. Popp*

                                     Director and President of
-------------------------------      Republic Mortgage Insurance
William A. Simpson*                  Company

                                     Director
-------------------------------
Arnold L. Steiner*

                                     Director
-------------------------------
David Sursa*

                                     Director
-------------------------------
William G. White, Jr.*

*By: /s/  A.C. Zucaro
    ----------------------------
    A. C. Zucaro, Attorney-In-Fact
    Pursuant to a Power of Attorney
    dated December 5, 2002
INDEX TO EXHIBITS
                                -----------------

Exhibit No.                        Description
-----------                        -----------

     4    Instruments  defining  the  rights  of  security  holders,   including
          indentures.

     (A)  * Certificate   of  Designation   with  respect  to  Series  A  Junior
            Participating   Preferred  Stock  (Exhibit  4.1  to  Form  8-K filed
            May 30, 1997).

     (B)  * Certificate  of Designation  with respect to Series G-2  Convertible
            Preferred Stock (Exhibit 4(A) to Registrant's  Annual Report on Form
            10-K for 1995).

     (C)  * Certificate  of Designation  with respect to Series G-3  Convertible
            Preferred Stock (Exhibit 4(C) to Registrant's  Annual Report on Form
            10-K for 2001).

     (D)  * Amended  and  Restated  Rights  Agreement  dated as of May 15,  1997
            between  Old Republic  International  Corporation and  First Chicago
            Trust   Company of New York  (Exhibit 4.1 to  Registrant's  Form 8-K
            filed May 30, 1997).

     (E)  * Agreement  to  furnish  certain  long term debt  instruments  to the
            Securities &  Exchange  Commission  upon  request  (Exhibit  4(D) on
            Form 8 dated August 28, 1987).

     (F)  * Form of  Indenture  dated as of August 15, 1992 between Old Republic
            International Corporation and Wilmington  Trust Company,  as Trustee
            (Exhibit 4(G) to Registrant's Annual Report on Form 10-K for 1993).

     (G)  * Supplemental Indenture No. 1 dated as of June 16, 1997 supplementing
            the Indenture (Exhibit  4.3 to  Registrant's  Form 8-A filed June 16
            1997).

     (H)  * Supplemental  Indenture   No.  2  dated  as  of  December  31,  1997
            supplementing  the Indenture. (Exhibit 4(G) to  Registrant's  Annual
            Report on Form 10-K for 1997).

     5(A)   Opinion of Spencer LeRoy III as to the  validity  of the  securities
            being registered.

     10     The   Restated   2002   Old    Republic   International  Corporation
            Non-Qualified Stock Option Plan.

     23(A)  Consent of PricewaterhouseCoopers LLP, independent  certified public
            accountants.
INDEX TO EXHIBITS
                                -----------------

Exhibit No.                        Description
-----------                        -----------

     23(B)  Consent of Spencer LeRoy III (included as part of Exhibit 5).

     24     Powers of Attorney

     28   * Consolidated Schedule P (Exhibit 28 to Registrant's Annual Report on
            Form 10-K for 2002).

-----------

  * Exhibit incorporated herein by reference.