Exhibit 99.2
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                   STATEMENT UNDER OATH OF PRINCIPAL FINANCIAL
                    OFFICER REGARDING FACTS AND CIRCUMSTANCES
                        RELATING TO EXCHANGE ACT FILINGS



I, John S. Adams, State and attest that:

     (1) To the best of my knowledge, based upon a review of the covered reports
of Old  Republic  International  Corporation  (the  "Company"),  and,  except as
corrected or supplemented in a subsequent covered report:

     .    no covered report  contained an untrue statement of a material fact as
          of the end of the period  covered by such  report (or in the case of a
          report on Form 8-K or definitive  proxy  materials,  as of the date on
          which it was filed); and

     .    no covered  report  omitted to state a material fact necessary to make
          the statements in the covered  report,  in light of the  circumstances
          under which they were made, not misleading as of the end of the period
          covered  by such  report  (or in the case of a  report  on Form 8-K or
          definitive proxy materials, as of the date on which it was filed).

     (2)  I have  reviewed the  contents of this  statement  with the  Company's
          Audit Committee.

     (3)  In this statement  under oath,  each of the following,  if filed on or
          before the date of this statement, is a "covered report":

     .    the Annual  Report of the  Company  on Form 10-K for the  fiscal  year
          ended December 31, 2001 filed with the Commission;

     .    all reports on Form 10-Q,  all reports on Form 8-K and all  definitive
          proxy materials of the Company filed with the Commission subsequent to
          the filing of the Form 10-K identified above; and

     .    any amendments to any of the foregoing.




/s/  John S. Adams                      Subscribed and sworn to before me
- -----------------------------           this 9th day of August, 2002.
John S. Adams
Senior Vice President and
Chief Financial Officer
August 9, 2002                          /s/ Catherine M. Giblin
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                                        Notary Public
                                        My Commission Expires: December 24, 2003