Item 2.02. Results of Operations and Financial Condition.
On April 22, 2009, Old Republic International Corporation announced the results of its operations and its financial condition for the quarter ended March 31, 2009. The full text of the earnings release is included as Exhibit 99.1 hereto. Item 8.01. Other Events.
On August 15, 1992, the Company entered into an Indenture (the "Indenture") by and between the Company and Wilmington Trust Company, as trustee relating to the issuance of Debt Securities in Series. The Indenture was previously filed via paper submission as Exhibit 4(G) to the Annual Report on Form 10-K for the year ended December 31, 1992. In order to make the Indenture accessible via EDGAR, it is being re-filed as Exhibit 4.1 hereto.
The Company is filing a Form T-1 to designate Wilmington Trust Company, to act as an eligible trustee under the Indenture, which has been qualified pursuant to
Section 305 of the Trust Indenture Act of 1939, as amended. The Form T-1 is included as Exhibit 25.1 hereto.
On April 22, 2009, the Company issued a press release announcing its offering of convertible senior notes. The full text of the press release is included as Exhibit 99.2 hereto.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
4.1 Indenture by and between the Company and Wilmington Trust Company dated August 15, 1992.

25.1 Statement of Eligibility on Form T-1 of Wilmington Trust Company to act as trustee under the Indenture.

99.1 Earnings Release dated April 22, 2009.

99.2 Press Release dated April 22, 2009.

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