Nominating Committee Charter

  1. 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.

  1. 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.

  1. 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.

  1. Committee Authority and Responsibilities

 

* The NYSE proposal also indicates that the Charter should reflect this Committee’s responsibility for the "oversight of the evaluation of the board and management." It is unclear how this differs from the responsibility of the Compensation Committee or what it means as a practical matter and has therefore, at least for the time being, been intentionally omitted.