ESSOP EXPLANATION CARD
                                 March 31, 1998

To Participants in the Old Republic International
Corporation Employees Savings and Stock Ownership Plan

    Enclosed  with this mailing is a copy of a proxy  statement  relating to the
Annual Meeting of Shareholders of Old Republic  International  Corporation to be
held May 22, 1998. The Old Republic International  Corporation Employees Savings
and Stock  Ownership  Plan,  in which you are a  participant,  holds a number of
shares of Old Republic  Common Stock,  each of which is entitled to one (1) vote
at the meeting.  Under the terms of the Plan, you as a participant  are entitled
to vote a portion of this  stock  held by the Plan,  the value of which has been
allocated to your account.  By returning the enclosed  proxy card to us you will
assure that this stock will be voted in accordance  with your  instructions.  If
you fail to  exercise  these  voting  rights,  the  shares  will be voted by the
Administration Committee under this Plan.


                                        The Administration Committee