SecProbe.io

August 23, 2011
 Via E-mail

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, 2010
Filed February 28, 2011 File No. 001-10607

Dear Mr. Mueller:
We have limited our review to only your fina ncial statements and related disclosures and
do not intend to expand our review to other porti ons of your document.  In our comments, we ask
you to provide us with information so we may better understa nd your disclosure.
 Please respond to this letter within te n business days by providing the requested
information or by advising us when you will provide the requested response.  If you do not believe a comment applies to your facts and circ umstances, please tell us why in your response.
Please furnish us a letter on EDGAR under the fo rm type label CORRESP that keys your
responses to our comments.

After reviewing the information provided, we may have additional comments and/or
request that you amend your filing.

 Risk Factors

 Fewer Coverage Rescissions, page 22

1. You state that “The Company’ s mortgage insurance policy pr ovisions permit it to rescind
coverage whenever it finds evidence that a mortgage loan did not qualify for insurance
coverage in the first instance, or that a mate rial misrepresentation had been made in the
loan application by the borrower,  or the lender, and/or its ag ent.”  You further disclose
(page 70) that “Claims not pa id by virtue of coverage re scissions and claims denials
amounted to $748.8 million, $719.5 million and $211.0 million for 2010, 2009, and 2008, respectively.”  Please provide us proposed disclosures to be included in MD&A under
Results of Operations – Overview of Loss Reserving Process – Mortgage guarantee on
page 52 in future filings that address the following:

Karl W. Mueller
Old Republic International Corporation August 23, 2011 Page 2

 Disclose, if true, that it is your legal ri ght to unilaterally rescind coverage on your
mortgage insurance policies as if such coverage never existed, and disclose the
conditions that must be met in orde r for this right to be exercised.
 Disclose how, as an operational matter, th e rescission and claim denials work.  For
example, after you have determined the loan did not qualify for insurance coverage or
origination documents and informati on you received and relied upon included
material misrepresentations, do you immedi ately send a letter to  the lender notifying
them of the rescission and refund pr emium related to that policy?
 Disclose how you determine claims not paid  by virtue of covera ge rescissions and
claims denials as discussed in note (a) to the table on page 70 and its relationship to
the reserves you accrued.  For example, ar e reserves reduced when you officially
communicate the rescission to the lender, or  after all lender appeals are considered?
 Disclose whether the insured has a contractual right to a ppeal the rescission or claim
denial and describe the pro cess, timing of reinstating rescinded policies and at what
point you deem a rescission is resolved.
 Disclose whether you have sought or are pl anning to seek recoveries from the
beneficiaries of your mortgage  insurance policies for previ ously paid claims.  If so,
please disclose how you are accounting for su ch recoveries and tell us the supporting
GAAP literature.
Notes to Consolidated Financial Statements

Note 1 – Summary of Significant Accounting Policies
 (d) – Investments, page 63

2. Tell us how your presentation of other-t han-temporary impairment losses on the
statement of income complies with  ASC 320-10-45-8A and 320-10-55-21A.
 (h) – Losses, Claims and Settlement Expenses, page 70

3. Refer to the table on page 70.  It is not clear to us what is include d in “Incurred claims
and claim adjustment expenses” for mortgage  guaranty.  For example, regarding the
“change in provision for insured events of prior years” for mortgage guaranty in 2010,
2009 and 2008, footnote (a) would appear to in fer that included in this line item is
$1,001.9 million, ($881.9) million and ($830.5) m illion for the years ended December 31,
2010, 2009 and 2008 due to the effect of changes in anticipated covera ge rescissions and
claims denials.  In this regard, if this is not  the case, provide us pr oposed disclosure to be
included in future filings as to where in the th ree lines denoted with an (a) in the table the
amounts of $1,001.9 million, ($881.9) million and ($830.5) million in 2010, 2009 and
2008, respectively, in footnote (a) are included.  If it is the case that these amounts are
included in the line item “change in provision fo r insured events of pr ior years,” tell us:
 What caused changes of this magnitude;

Karl W. Mueller
Old Republic International Corporation August 23, 2011 Page 3

  What other changes are included in each  period.  For example, if $1,001.9 million
increase is included in the ($15.2) milli on in 2010, what is the remainder of
($1,017.1) million decrease and what caused these changes.
Further, with respect to amounts due to the effect of changes in anticipated coverage
rescissions and claims deni als, please tell us why it is appropriate under GAAP to
increase (reduce) your loss reserves by estim ating rescissions and claims denials. In
addition, please provide us proposed disclosure to be in cluded in future filings that
addresses the following:
 How you determine your estimates of rescissions and claims denials.
 Whether your reserve estimate includes an assumption for reinstatement of previously
rescinded policies, and if not, your basis for not includi ng such an assumption.  If
included, please quantify the amoun ts for the periods presented.
 Address how you considered your ongoing li tigation and arbitration proceedings
with, for example, Bank of America, Countrywide and Chase Bank.
4. Please provide us a break out of the line it ems “Provisions for insured events of the
current year” and “Change in provision for insu red events of prior ye ars” in the table on
page 70 for your Mortgage Guaranty segment for each period presented.  The break out should include amounts attributable to the fo llowing, as applicable, for each of the line
items:
 Mortgage loan defaults;
 Rescissions and claims denials; and
 Reinstatement of rescissions and claims denials.

5. Tell us how you account for claims not paid by vi rtue of coverage rescissions and claims
denials which amounted to $748.8 milli on, $719.5 million and $211.0 million for 2010,
2009, and 2008, respectively, that you discuss in footnote (a) to the table on page 70.

(j) – Income Taxes, page 71

6. Please tell us why “Other items-net” in the table to should not be disaggregated in 2010.
Refer to Rule 4-08(h)  of Regulation S-X.
 (m) – Goodwill and Intangible Assets, page 73

7. Provide proposed disclosure to be include d in future filings required by ASC 350-20-50-1
including goodwill for each reportable segment.

8. You state on page 22 that “It is likely that  the Company’s mortgage insurance segment
will continue to incur material losses…”  Fu rther, your market capitalization appears to
be materially less than your total Sharehol ders’ Equity at December 31, 2010 and June
30, 2011.  Please address the following:

Karl W. Mueller
Old Republic International Corporation August 23, 2011 Page 4

  For reporting units in which the estimated fair  value is not substantially in excess of
the carrying amount and therefor e are at risk of failing step one of the impairment
test, please provide us proposed disclosure to be included in  future filings addressing
the following:
o Percentage by which fair value exceeded carrying value as of the date of the
most recent test;
o Amount of goodwill allocated to each reporting unit;
o Description of how the key assumptions  in the impairment analysis were
determined;
o Discussion of the degree of uncertainty  associated with the key assumptions.
The discussion regarding uncertainty s hould provide specifics to the extent
possible (e.g., the valuat ion model assumes recovery from a business
downturn within a defined period of time); and
o Description of potential events and/or changes in circumstances that could
reasonably be expected to negativ ely affect the key assumptions.

 If you believe that material goodwill does not ex ist at reporting units th at are at risk of
failing step one or that no reporting units are at risk, please provide us proposed
disclosure of this information to  be included in future filings.

 Tell us how you consider your market capita lization in assessing the reasonableness
of the fair values estimated for your reporting units in your goodwill test.  Please provide us with a summary that compares your  market capitalization to the sum of the
fair values of your reporting units and tell  us how it supports your conclusion that all
reporting units’ fair value exceeds book value.

We urge all persons who are responsible for th e accuracy and adequacy of the disclosure
in the filing to be certain that the filing include s the information the Securities Exchange Act of
1934 and all applicable Exchange Act rules requir e.  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 responding to our comments, please provi de a written statement from the company
acknowledging that:

 the company is responsible for the adequacy an d accuracy of the disclo sure in the filing;
 staff comments or changes to disclosure 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 August 23, 2011 Page 5

 Please contact James Peklenk, Staff Accountan t, at (202) 551-3661 or Lisa Vanjoske,
Assistant Chief Accountant, at (202) 551-3614 if you have an y questions regarding the
comments.  In this regard, do not hes itate to contact me at (202) 551-3679.

Sincerely,  /s/ Jim B. Rosenberg  Jim B. Rosenberg Senior Assistant Chief Accountant