Exhibit 99.2


                     Old Republic International Corporation
                          Nominating Committee Charter


A. Name

There  shall  be  a  committee  of  the  Board  of  Directors  of  Old  Republic
International  Corporation  (the "Company") which shall be called the Nominating
Committee.

B. Purpose

The  Nominating  Committee  shall (1) identify  individuals  qualified to become
Board members, and recommend that the Board select the director nominees for the
next annual meeting of shareholders;  and (2) develop and recommend to the Board
the Corporate Governance Guidelines applicable to the Company.

C. Committee Membership and Procedure

The  Nominating  Committee  shall consist of no fewer than three  members.  Each
member of the  Nominating  Committee  shall satisfy the  requisite  independence
requirements.  The Board shall appoint the members of the Nominating  Committee,
considering  the views of the  Chairman  of the  Board  and the Chief  Executive
Officer, as appropriate.  The Chairman of the Compensation  Committee shall be a
member of the Nominating  Committee and the Chairman of the Nominating Committee
shall be a member of the  Board's  Compensation  Committee.  The  members of the
Nominating  Committee  shall serve  until their  successors  are  appointed  and
qualify, and shall designate the Chairman of the Nominating Committee. The Board
shall  have the power at any time to change  the  membership  of the  Nominating
Committee and to fill vacancies in it, subject to such new member(s)  satisfying
the requisite  independence  requirements.  Except as expressly provided in this
Charter,  the by-laws of the Company or the Corporate  Governance  Guidelines of
the Company, the Nominating Committee shall fix its own rules of procedure.

D. Committee Authority and Responsibilities

o    The Nominating  Committee  shall be responsible for the long range planning
     for the staffing of future Boards and shall develop qualification  criteria
     for Board  members,  and actively  seek,  interview and screen  individuals
     qualified  to  become  Board  members  for  recommendation  to the Board in
     accordance with the Corporate Governance Guidelines.



o    The  Nominating  Committee  shall  have the sole  authority  to retain  and
     terminate any search firm to be used to identify  director  candidates  and
     shall have sole  authority  to approve  the  search  firm's  fees and other
     retention  terms.  The  Nominating  Committee  shall also have authority to
     obtain advice and assistance from internal or external legal, accounting or
     other advisors.

o    The  Nominating   Committee  shall  review  annually,   or  more  often  if
     appropriate,  the directors who are members  (including  qualifications and
     requirements),  structure (including authority to delegate) and performance
     of committees  of the Board  (including  reporting to the Board),  and make
     recommendations to the Board, as appropriate.

o    The  Nominating  Committee  shall review and reassess at least annually the
     adequacy  of  the  Corporate  Governance  Guidelines  of  the  Company  and
     recommend any proposed changes to the Board for approval.

o    The Nominating Committee shall make regular reports to the Board.

o    The  Nominating  Committee  shall  review and reassess the adequacy of this
     Charter  annually  and  recommend  any  proposed  changes  to the Board for
     approval.   The  Nominating   Committee   shall  annually  review  its  own
     performance.

o    The Nominating Committee shall develop and recommend to the Board a Code of
     Business  Conduct and Ethics,  and shall  consider any requests for waivers
     from the Company's Code of Business Conduct Ethics.  The Company shall make
     disclosure  of such  waivers  to both the New York Stock  Exchange  and the
     Securities and Exchange Commission.

o    The Nominating  Committee shall serve in an advisory  capacity to the Board
     and  Chairman  of the Board on matters  of  organizational  and  governance
     structure of the Company and the conduct of the Board.

o    The  Nominating  Committee  shall  receive  comments from all directors and
     report annually to the Board with an assessment of the Board's performance,
     to be discussed with the full Board  following the end of each fiscal year.

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