SecProbe.io

Via Facsimile and U.S. Mail

         June 24, 2010

Karl W. Mueller
Senior Vice President  and Chief Financial Officer
Old Republic International Corporation
307 North Michigan Avenue
Chicago, Illinois 60601

Re:   Old Republic International Corporation
 Form 10 -K for the Fiscal Year Ended December 31, 200 9
 Filed March 1, 2010
 Definitive Proxy Statement on Schedule 14A
 Filed April 13, 2010
 File Number:  001-14471

Dear M r. Mueller :

We have reviewed your filing s and your correspondence dated May 25 , 2010 and
we have the following comment s.  In our comment s, we ask you to provide us with
information to better understand your disclosure. The information you provide should
show us what the revised disclosure will look like and identify the annual or quarterly
filing, a s applicable, in which you intend to first include it. If you do not believe that
revised disclosure is necessary, explain the reason in your response. After reviewing the
information provided, we may raise additional comments and/or request that you amend
your filing.

 Please understand that the purpose of our review process is to assist you in your
compliance with the applicable disclosure requirements and to enhance the overall
disclosure in your filing. We look forward to working with you in these resp ects. We
welcome any questions you may have about our comment s or on any other aspect of our
review. Feel free to call us at the telephone numbers listed at the end of this letter.

Definitive Proxy Statement on Schedule 14A

Compensation Discussion & Analysis, page 14

1. We note your disclosure that you have not set any targets or conditions that the
achievement of which results in a compensation award. However, Section 7.2 of
your 2006 Amended and Restated Incentive Plan lists numerous objective

Karl W. Mueller
Old Republic International Corporation
June 24 , 2010
Page 2

performance goals that must be achieved at a certain threshold before
performance awards can be made. We recognize that your disclosure states that
your overall financial performance reflects the compensation payments made to
your executive officers and employees but it does not cite to any specific
objective criteria that needed to be met. Please clarify how your compensation
process func tions in accordance with the above -referenced provision of your
Incentive Plan .  To the extent that the issuances pursuant to the Plan were
dependent on meeting threshold performance measures, these thresholds should
be disclosed.  Additionally, explain ho w the amount of award to each named
executive office r was determined.

2. Please describe the criteria and/or factors the Committee considered when making
deferred compensation awards.

3. We note your disclosure in response to Item 402(s) of Regulation S -K. Please
describe the process you undertook to reach the conclusion that disclosure is not
necessary.

* * * *

 Please provide us the information requested  within 10 business days or tell us
when you will provide us with a response.  Please furnish a cover letter with your response
that keys your response to our comments.  Detailed cover letters greatly facilitate our
review.  Please furnish your letter on EDGAR under the form type lab el CORRESP.

 We urge all persons who are responsible for the accuracy and adequacy of the
disclosure in the filing to be certain that the filing include all information required under
the Securities Exchange Act of 1934 and that they have provided all inf ormation
investors require for an informed investment decision.  Since the company and its
management are in possession of all facts relating to a company’s disclosure, they are
responsible for the accuracy and adequacy of the disclosures they have made.

 In connection with responding to our comments, please provide, in your letter, a
statement from the company acknowledging that:

 the company is responsible for the adequacy and accuracy of the disclosure in
the filing;

 staff comments or changes to disc losure in response to staff comments do not
foreclose the Commission from taking any action with respect to the filing;
and

 the company may not assert staff comments as a defense in any proceeding
initiated by the Commission or any person under the federa l securities laws of
the United States.

Karl W. Mueller
Old Republic International Corporation
June 24 , 2010
Page 3

 In addition, please be advised that the Division of Enforcement has access to all
information you provide to the staff of the Division of Corporation Finance in our review
of your filing or in response to our comme nts on your filing.

Please contact Scot Foley  at (202) 551 -3383, Suzanne Hayes, Branch Chief, at
(202) 551 -3675 or me at (202) 551 -3715 with any questions.

        Sincerely,

        Jeffrey P. Riedler
        Assistant Director