UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
Date of Report: (Date of earliest event reported) May 16, 2006
OLD REPUBLIC INTERNATIONAL CORPORATION
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(Exact name of registrant as specified in its charter)
Delaware 001-10607 36-2678171
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(State or other jurisdiction (Commission (I.R.S. Employer
of incorporation) File Number) Identification No.)
307 North Michigan Avenue, Chicago, Illinois 60601
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(Address of principal executive offices) (Zip Code)
(312) 346-8100
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(Registrant's telephone number, including area code)
N/A
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(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the Registrant under any of the
following provisions (see General Instruction A.2 below):
[ ] Written communications pursuant to Rule 425 under the Securities Act
(17 CFR 230.425)
[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act
(17 CFR 240.14a-12)
[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the
Exchange Act (17 CFR 140.14d-2(b))
[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the
Exchange Act (17 CFR 240.13e-4(c))
Item 1.01 Entry into a Material Definitive Agreement.
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At a meeting on March 17, 2006, the Compensation Committee of the Board of
Directors of Old Republic International Corporation (the "Company") adopted
performance criteria under the Company's Key Employee Performance Recognition
Plan (the "Plan").
The Plan provides the Company with an incentive performance award framework
under which it can award deferred and current compensation incentives,
consistent with Section 162(m) of the Internal Revenue Code, to those officers
and key employees who have been, or are expected to be, largely responsible for
the Company's growth. Performance criteria are established each year by the
Compensation Committee and involve a targeted, minimum return on equity and a
formula-based method of determining year-over-year growth in consolidated net
operating income. Calculations are made in accordance with detailed formula and
limitations set forth in the Plan. The Plan is described in more detail in the
Company's 2006 Proxy Statement filed with the Securities and Exchange Commission
on April 13, 2006. The Plan document is an exhibit to the Company's Form 10-K
for the fiscal year ended December 31, 2005 filed with the Securities and
Exchange Commission on March 1, 2006.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
OLD REPUBLIC INTERNATIONAL CORPORATION
Registrant
Date: May 16, 2006 By: /s/ Karl W. Mueller
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Karl W. Mueller
Senior Vice President
and Chief Financial Officer