OLD REPUBLIC INTERNATIONAL CORP
EXHIBIT 10(B), 1992 ORI STOCK OPTION PLAN
<DOCUMENT>
<TYPE>EX-10
<SEQUENCE>8
<FILENAME>ex10b.txt
<DESCRIPTION>EXHIBIT 10(B), 1992 ORI STOCK OPTION PLAN
<TEXT>
                                                                   Exhibit 10(B)

                              AMENDED AND RESTATED
                                      1992
                     OLD REPUBLIC INTERNATIONAL CORPORATION
                         NON-QUALIFIED STOCK OPTION PLAN
                              AS OF AUGUST 15, 2002

1.        Purpose
          -------

               The purpose of this Non-Qualified  Stock Option Plan (the "Plan")
          is to promote the interests of Old Republic International Corporation,
          a  Delaware  corporation  (the  "Company"),  and its  shareholders  by
          providing key employees on whom rests the major responsibility for the
          present and future success of the Company and its subsidiaries with an
          opportunity  to acquire a  proprietary  interest  in the  Company  and
          thereby  develop a stronger  incentive to put forth maximum effort for
          the continued  success and growth of the Company and its subsidiaries.
          In addition,  the opportunity to acquire a proprietary interest in the
          Company  will  aid  in  attracting  and  retaining  key  personnel  of
          outstanding  ability.  Only  designated  salaried  officers  and other
          designated salaried key employees of the Company and its subsidiaries,
          who are in a  position  to affect  materially  the  profitability  and
          growth of the Company, will be eligible to receive options to purchase
          common stock under the Plan. Directors who are designated salaried key
          employees  within  the  meaning  of  the  foregoing  are  eligible  to
          participate  in the  Plan.  Except  as  otherwise  provided,  for  all
          purposes of the Plan the term "subsidiary" or "subsidiary corporation"
          shall have the meaning  ascribed in the Internal Revenue Code of 1986.
          As used  herein,  the term  optionee  applies  both to male and female
          designated   salaried  officers  or  other  designated   salaried  key
          employees  of the Company or of any  subsidiary  corporation  eligible
          under the Plan.

2.        Administration
          --------------

               The  Compensation  Committee  of the  Board of  Directors  of the
          Company, which shall consist of three or more disinterested directors,
          shall act as a committee to administer  this Plan. As such a committee
          the Compensation Committee shall be responsible for the interpretation
          of the provisions of the Plan.  Subject to the provisions of the Plan,
          they may from time to time,  and at its sole  discretion,  adopt  such
          rules and regulations for the  administration of the Plan as they deem

<PAGE>

          appropriate.  The Compensation  Committee of the Board of Directors of
          the Company  shall have the  authority  to make awards  subject to the
          provisions of the Plan. In making such awards it shall:

          (a)  determine which individuals shall receive options;

          (b)  determine the terms and conditions of the options including terms
               of  exercise,  limitations  on exercise,  the price,  and payment
               terms;

          (c)  determine the number of options to be granted;

          (d)  determine the number of shares subject to each option;

          (e)  grant the options; and

          (f)  prescribe  the form or forms of the  instruments  evidencing  any
               options  granted  under  the  Plan and of any  other  instruments
               required  under the Plan,  and to change  such forms from time to
               time, as may be required or necessary.

               Except  with  respect to awards  made to  executive  officers  or
          directors of the  Company,  before  making  awards,  the  Compensation
          Committee may consult with the Office of the Chief  Executive  Officer
          (OCEO) and may seek the OCEO's recommendations and advice. The OCEO is
          comprised  of  the  Chairman  of the  Board  of the  Company  and  the
          President and Chief Executive Officer of the Company.

               The OCEO will have the responsibility for maintaining the records
          concerning  options  granted  to  optionees,   including  the  records
          concerning  exercises,  lapses  or  forfeitures  of  options  held  by
          optionees.

3.        Shares Subject to the Plan
          --------------------------

               The shares that may be made subject to options  granted under the
          Plan shall be shares of Common Stock of the  Company,  $1.00 par value
          ("Common  Stock").  The aggregate  number of shares subject to options
          and issued  pursuant to this Plan shall not exceed at six percent (6%)
          of the Common Stock of the Company issued and  outstanding  (excluding
          Common  Stock  held by the  Company  and any of its  subsidiaries)  at
          December 31 of the preceding year ("Maximum  Number").  However, in no

                                       2
<PAGE>

          event  shall the  aggregate  number of shares  subject to  outstanding
          options  pursuant  to this  Plan  and all  other  stock  option  plans
          sponsored  by the  Company  exceed the Maximum  Number.  If any option
          lapses or terminates for any reason before being completely exercised,
          the shares  covered by the  unexercised  portion of such option  shall
          again be available  for the granting of options and said shares may be
          used to grant new options under the Plan subject to the aforementioned
          Maximum  Number of shares.  Appropriate  adjustments  in the number of
          shares and in the option  price per share will be made to give  effect
          to  adjustments  made in the  number of  outstanding  shares of Common
          Stock  through  recapitalization,  reclassification,  stock  dividend,
          stock split or other  similar  relevant  changes.  Shares  issued upon
          exercise of options  granted  under the Plan may be shares held by the
          Company as  treasury  shares or  authorized  but  previously  unissued
          shares.

               Although  the shares  subject to option  shall be Common Stock as
          described  above,  the  optionee  shall  have a right of  election  to
          receive Series G-3 Cumulative Convertible Preferred Stock as set forth
          in paragraph 4 hereof.

4.        Election to Receive Series G Preferred Stock
          --------------------------------------------

               In lieu of exercising a right to receive  Common Stock under this
          Plan,  an  optionee  may elect to receive the same number of shares of
          Series G-3 Convertible  Preferred Stock ("Series G-3 Preferred Stock")
          at the same  price and under the same terms and  conditions  as if the
          optionee had elected  Common  Stock.  Notice of an election to receive
          Series G-3  Preferred  Stock shall be made in writing and delivered as
          part of the written notice of exercise required by Paragraph 9 of this
          Plan.

               Any optionee  electing to exercise  vested options for Series G-3
          Preferred  Stock may do so only on March 1st or September  1st of each
          year.  Written  notice of the election  and exercise of options  under
          this paragraph must be received by these dates.

5.        Eligibility
          -----------

               The  individuals who shall be eligible to participate in the Plan
          shall  be  such  designated  salaried  officers  or  other  designated
          salaried key employees described in Paragraph 1 hereof of the Company,

                                       3
<PAGE>

          or of any subsidiary corporation,  as the Compensation Committee shall
          determine from time to time.

6.        Granting of Options
          -------------------

               Subject to the terms and conditions of the Plan, the Compensation
          Committee,  may from time to time prior to May 31, 2002, grant to such
          eligible employees options to purchase such number of shares of Common
          Stock under such terms and  conditions as the  Compensation  Committee
          may  determine.  More  than  one  option  may be  granted  to the same
          employee.  The day on which the  Compensation  Committee  approves the
          granting of an option  shall be  considered  as the date on which such
          option is granted.

7.        Option Price
          ------------

               The purchase price per share of Common Stock subject to an option
          shall be fixed by the  Compensation  Committee  but  shall not be less
          than 100% of the fair  market  value per share of Common  Stock on the
          date the option is granted.  For the  purposes of this Plan,  the fair
          market value of the Common Stock shall be determined as follows:

          (a)  If the Common Stock is listed on a national  securities  exchange
               or admitted to unlisted  trading  privileges on such an exchange,
               fair market  value shall be the  composite  transactions  closing
               price for the Common Stock on the immediately  preceding  trading
               date of such securities exchange, as published in The Wall Street
               Journal,  or, if there was no trading of the Common Stock on such
               day, then the composite transactions closing price for the Common
               Stock on the last  previous  trading  date for  which  there  was
               trading  on  such  exchange,  as  published  in The  Wall  Street
               Journal; or

          (b)  If the Common Stock is not listed or admitted to unlisted trading
               privileges,  fair  market  value  shall  be the  mean of the last
               reported  bid and asked prices of the Common Stock as reported by
               the National Quotation Bureau, Inc. on the date in question; or

          (c)  If the  Common  Stock is not so listed or  admitted  to  unlisted
               trading  privileges  and bid and asked  prices are not  reported,
               fair market  value shall be an amount,  not less than book value,

                                       4
<PAGE>

               determined in such reasonable  manner as may be prescribed by the
               Board of Directors of the Company.

8.        Term of Options
          ---------------

               The term of each option  shall not exceed ten years from the date
          of grant.  Except as provided in Paragraph 12 hereof, no option may be
          exercised at any time unless the holder thereof is then an employee of
          the Company or of a  subsidiary.  An  employee  shall have none of the
          rights of a shareholder  with respect to any of the shares  subject to
          option  until such  shares  shall be issued to the  optionee  upon the
          exercise of said option.

9.        Method of Exercising Options
          ----------------------------

               Any option granted  hereunder may be exercised by the optionee by
          delivering  to the Company at its main office  (attention of the OCEO)
          written  notice  of the  number of shares  with  respect  to which the
          option  rights are being  exercised.  Payment in full of the  purchase
          price plus the amount  required  to be  withheld  by the then  current
          Internal Revenue  Regulations will be required before the issuance and
          delivery of certificates.

10.       Amount Exercisable
          ------------------

               Each  option  may  be  exercised,  so  long  as it is  valid  and
          outstanding,  from time to time in part or as a whole,  subject to the
          following  percentage  limitations and any limitations with respect to
          the  number of  shares  for which the  option  may be  exercised  at a
          particular  time  and to such  other  conditions  as the  Compensation
          Committee in its discretion may specify upon granting the option.

               Options  granted  prior to March 20,  2002,  may be  exercised as
          follows:

          (a)  If the price per share of Common Stock does not reach the Vesting
               Acceleration  Price, to the extent of 10% of the number of shares
               covered thereby on and after the date of grant; and to the extent
               of an additional 10% on each January 1st  thereafter  until fully
               vested;

          (b)  If the  price  per  share of Common  Stock  reaches  the  Vesting
               Acceleration  Price, to the extent of 10% of the number of shares

                                       5
<PAGE>

               covered by the option  for each year that the  optionee  has been
               employed by the Company or any subsidiary; and

          (c)  If the price per share of Common Stock does not reach the Vesting
               Acceleration  Price and the optionee  dies while in the employ of
               the Company or any subsidiary or is retired in good standing from
               the employ of the Company or any subsidiary  after  attaining age
               60 or as a result of disability under the then established  rules
               of the  Company  or the  subsidiary,  to the extent of 10% of the
               number of shares  covered  by the  option  for each year that the
               optionee was employed by the Company or any subsidiary.

               Options  granted on or after March 20, 2002,  may be exercised as
          follows:

          (d)  If the price per share of Common Stock does not reach the Vesting
               Acceleration  Price,  then,  in  accordance  with  the  following
               schedule of vesting:

                   Annual                                          Cumulative
                   ------                                          ----------

                   10% in the fiscal year of the grant                 10%

                   15% in the second fiscal year following             25%
                   the date of the grant

                   20% in the third fiscal year following              45%
                   the date of the grant

                   25% in the fourth fiscal year following             70%
                   the date of the grant

                   30% in the fifth fiscal year following             100%
                   the date of the grant;

          (e)  If the  price  per  share of Common  Stock  reaches  the  Vesting
               Acceleration Price, then, to the extent of the higher of:

               (1)  10% of the  number of shares  covered by the option for each
                    year that the optionee  has been  employed by the Company or
                    any subsidiary; or

                                       6
<PAGE>

               (2)  the actual  vested  percentage  determined  pursuant  to the
                    schedule in subparagraph (d) above, plus 50% of the unvested
                    remaining shares;

               and whatever  shares  remain  unvested  thereafter  shall vest in
               accordance with the vesting schedule in subparagraph (d) above;

          (f)  If the price per share of Common Stock does not reach the Vesting
               Acceleration  Price and the optionee  dies while in the employ of
               the Company or any subsidiary or is retired in good standing from
               the employ of the Company or any subsidiary  after  attaining age
               57 or as a result of disability under the then established  rules
               of the  Company or the  subsidiary,  then,  to the same extent as
               provided under subparagraph (e) above,  determined as of the date
               of the optionee's death or retirement, with no additional vesting
               thereafter; or

          (g)  If there is any Change in Control of the Company,  regardless  of
               the  resulting  price  per  share  of  Common  Stock,   then,  in
               accordance with the vesting provisions set forth in the preceding
               subparagraph (e) hereof.

               The right to purchase shall be cumulative and may be exercised as
          to any shares not  previously  purchased  during the  remainder of the
          term of the option.

               For  purposes  of this  Section 10, the price per share of Common
          Stock shall be the composite transactions closing price for the Common
          Stock on the immediately  preceding  trading date, as published in The
          Wall Street Journal,  with respect to the national securities exchange
          on which the Common  Stock is listed or admitted  to unlisted  trading
          privileges. Vesting Acceleration Price shall be a price established by
          the  Compensation   Committee  at  the  time  of  grant.  The  Vesting
          Acceleration  Price  shall be the higher of 100% of the book value per
          common  share as of the most  recent  year-end,  or 150% of the market
          value at date of grant. Years of employment shall be measured from the
          date an employee was first  employed by the Company or any  subsidiary
          and shall  include  periods of  employment  prior to the time when the
          subsidiary or division of the Company was acquired by the Company.  As
          used in  subparagraph  (g) above,  the term  "Change of Control of the
          Company" refers to: (i) the date of any consolidation or merger of the
          Company  in which  the  Company  is not the  continuing  or  surviving

                                       7
<PAGE>

          corporation or pursuant to which shares of the Company's  Common Stock
          would be converted into cash,  securities or other  property;  or (ii)
          the  date of any  sale,  lease,  exchange  or other  transfer  (in one
          transaction  or  a  series  of  related   transactions)   of  all,  or
          substantially all, of the assets of the Company,  other than any sale,
          lease, exchange or other transfer to any corporation where the Company
          owns,  directly or indirectly,  at least 80% of the outstanding voting
          securities of such corporation  after any such transfer;  or (iii) the
          date of any plan or proposal for the liquidation or dissolution of the
          Company;  or (iv) the date any person (as such term is used in Section
          13(d) of the Securities  Exchange Act of 1934,  hereinafter  the "1934
          Act"), other than the Old Republic International Corporation Employees
          Savings and Stock Ownership Trust or any other trust established by or
          contributed  to by the  Company  or any of its  subsidiaries  for  the
          benefit of employees of the Company or its subsidiaries,  shall become
          the beneficial  owner (within the meaning of Rule 13d-3 under the 1934
          Act) of 20% or more of the Company's  outstanding Common Stock; or (v)
          the  date,  during  any  period  of 24  consecutive  months,  on which
          individuals who at the beginning of such period  constitute the entire
          Board of  Directors  of the  Company  shall  cease  for any  reason to
          constitute a majority thereof.

11.       Transferability of Options
          --------------------------

               Options  shall  be  transferable  by the  optionee  only by will,
          living  trust,  under  the laws of  descent  and  distribution,  or by
          written designation of a beneficiary filed with the Company during the
          optionee's lifetime. During the optionee's lifetime,  options shall be
          exercisable only by the optionee.

12.       Termination of Options Upon Severance of Employment
          ---------------------------------------------------

               Except as may be otherwise  expressly  provided  herein,  options
          shall   terminate   immediately   upon  severance  of  the  employment
          relationship between the Company and its subsidiaries and the optionee
          for any reason,  for or without cause,  other than death or retirement
          in good  standing from the employ of Company or its  subsidiaries  for
          reasons of age or disability under the then  established  rules of the
          Company or the subsidiary.  Whether  authorized  leave of absence,  or
          absence on military or government service,  shall constitute severance

                                       8
<PAGE>

          of the employment  relationship between the Company and the subsidiary
          and the optionee shall be determined by the Compensation  Committee at
          the time thereof.

          (a)  Death. In the event of the death of the holder of an option while
               in the  employ of the  Company or any  subsidiary  and before the
               date of expiration of such option, such option shall terminate on
               the earlier of such date of expiration or two (2) years following
               the date of such death,  in the case of options  granted prior to
               March 20,  2002,  and four (4) years  following  the date of such
               death in the case of options  granted on or after March 20, 2002.
               After  the  death  of the  optionee,  the  optionee's  executors,
               administrators,  or any person or persons to whom the  optionee's
               option may be  transferred  by will,  by the laws of descent  and
               distribution or by beneficiary  designation shall have the right,
               at any time prior to such termination, to exercise the option, in
               whole or in part.  The numbers of shares vested and  exercisable,
               however,  shall be  determined  as of the date of death,  with no
               further vesting thereafter.

          (b)  Retirement.  If, before the date of expiration of the option, the
               optionee shall be retired in good standing from the employ of the
               Company or any subsidiary for reasons of age or disability  under
               the then established rules of the Company or the subsidiary,  the
               option shall  terminate on the earlier of the date of  expiration
               or two (2) years after the date of such retirement in the case of
               options  granted  prior to August  30,  2000,  and four (4) years
               after the date of such  retirement in the case of options granted
               on or after August 30, 2000. In the event of such retirement, the
               option  shall be  exercisable  prior to the  termination  of such
               option to the  extent  to which  the  optionee  was  entitled  to
               exercise such option  immediately prior to such retirement unless
               the provisions of Paragraph 10(b) or 10(e) concerning accelerated
               vesting apply. An employment relationship between the Company and
               the optionee  shall be deemed to exist during any period in which
               the optionee is employed by the Company or any subsidiary. If the
               optionee dies after  retirement but prior to the expiration  date
               of  the  optionee's  options,  the  option  period  shall  not be
               extended  but  shall  terminate  on the  earlier  of the  date of

                                       9
<PAGE>

               expiration  or two (2) years after the date of  retirement in the
               case of options  granted  prior to August 30, 2000,  and four (4)
               years  after the date of such  retirement  in the case of options
               granted on or after August 30, 2000.  The number of shares vested
               and exercisable,  however,  shall be determined as of the date of
               retirement, with no further vesting thereafter.

13.       Requirements of Law
          -------------------

               The  Company  shall not be  required  to sell or issue any shares
          under any option if the  issuance of such shares  shall  constitute  a
          violation by the optionee or the Company of any  provisions of any law
          or  regulation  of  any  governmental   authority.   In  addition,  in
          connection  with  the  Securities  Act of 1933  (as now in  effect  or
          hereafter amended), upon exercise of any option, the Company shall not
          be required to issue such shares unless the Compensation Committee has
          received evidence  satisfactory to it to the effect that the holder of
          such  option  will not  transfer  such  shares  except  pursuant  to a
          registration  statement  in effect under said Act or unless an opinion
          of counsel to the  Company  has been  received  by the  Company to the
          effect that such  registration is not required.  Any  determination in
          this connection by the Compensation  Committee shall be final, binding
          and  conclusive.  At the request of the Company to enable it to comply
          with said Act, the person  exercising  the option shall also represent
          in writing that the shares  acquired  upon  exercise of the option are
          being  acquired for the  optionee's own account for investment and not
          with a view to resale. In the event the shares issuable on exercise of
          an option are not  registered  under the  Securities  Act of 1933, the
          Company may imprint the  following  legend or any other  legend  which
          counsel for the Company  considers  necessary  or  advisable to comply
          with the Securities Act of 1933:

                    "The shares of stock  represented by this  certificate  have
               not been registered under the Securities Act of 1933 or under the
               securities  laws of any State and may not be sold or  transferred
               except upon such  registration  or upon receipt by the Company of
               an opinion of counsel  satisfactory  to the Company,  in form and
               substance  satisfactory to the Company,  that registration is not
               required for such sale or transfer."

                                       10
<PAGE>

               The Company may, but shall in no event be obligated to,  register
          any securities  covered hereby  pursuant to the Securities Act of 1933
          (as now in  effect  or as  hereafter  amended);  and in the  event any
          shares  are so  registered  the  Company  may  remove  any  legend  on
          certificates   representing  such  shares.   The  Company  shall  make
          reasonable  efforts to cause the exercise of an option or the issuance
          of shares pursuant thereto to comply with any law or regulation of any
          governmental authority.

14.       No Rights as Shareholder
          ------------------------

               No optionee  shall have rights as a  shareholder  with respect to
          shares covered by the optionee's  option until the date of issuance of
          a stock certificate for such shares; and, except as otherwise provided
          in Paragraph 3 hereof,  no  adjustment  for  dividends,  or otherwise,
          shall  be made if the  record  date  thereof  is  prior to the date of
          issuance of such certificate.

15.       Employment Obligation
          ---------------------

               The  granting of any option shall not impose upon the Company any
          obligation to employ or continue to employ any optionee; and the right
          of the Company to  terminate  the  employment  of any officer or other
          employee  shall not be  diminished  or  affected by reason of the fact
          that an option has been granted to the optionee.

16.       Written Agreement
          -----------------

               Each  option  granted  hereunder  shall be  embodied in a written
          option  agreement  which shall be subject to the terms and  conditions
          prescribed  above and shall be signed by the  optionee and by a member
          of the OCEO for and in the name and on behalf of the Company.  Such an
          option   agreement   shall  contain  such  other   provisions  as  the
          Compensation Committee in their discretion shall deem advisable.

17.       Shareholder Approval and Termination
          ------------------------------------

               This Plan shall be  effective  on the date it is  approved by the
          affirmative  vote  of the  holders  of a  majority  of  the  Company's
          securities  entitled to vote at a meeting duly held in accordance with
          the applicable  laws of Delaware.  It shall  terminate on May 31, 2002

                                       11
<PAGE>

          provided,  however,  that the Board of Directors of the Company may at
          any time amend,  suspend or  terminate  the Plan.  No  termination  or
          amendment of the Plan may,  without the consent of the  individual  to
          whom any option shall have been theretofore granted,  adversely affect
          the rights of such individual under such option.

          IN WITNESS  WHEREOF,  the Company has caused its  President to execute
     this Amended and Restated Plan this 15th day of August, 2002.


                                      OLD REPUBLIC INTERNATIONAL CORPORATION



                                      By: /s/ A.C. Zucaro
                                         -----------------------------------
                                         A.C. Zucaro, President


ATTEST:


 /s/ Spencer LeRoy III
------------------------

</TEXT>
</DOCUMENT>
