EXHIBIT 4.3

SUPPLEMENTAL INDENTURE NO. 1

OLD REPUBLIC INTERNATIONAL CORPORATION

to

WILMINGTON TRUST COMPANY

SUPPLEMENTAL INDENTURE NO. 1, dated as of June ___, 1997 between Old Republic International Corporation, a corporation duly organized and existing under the laws of the State of Delaware (herein called the "Company"), having its principal executive office at 307 North Michigan Avenue, Chicago, Illinois, and Wilmington Trust Company, a banking corporation duly organized and existing under the laws of the State of Delaware, as Trustee (herein called the "Trustee").

Recitals of the Company

WHEREAS, the Company and the Trustee entered into an Indenture dated as of August 15, 1992 (the "Indenture") in connection with the issuance by the Company from time to time of its Debt Securities (herein called the "Debt Securities"); and

WHEREAS, the Company issued a certain series of Debt Securities on August 26, 1992, and fully redeemed all such Debt Securities according to their terms and conditions on March 18, 1996, and no Debt Securities remain outstanding; and

WHEREAS, the Company intends to issue certain other Debt Securities and, prior to so doing, desires to enter into a supplemental indenture to modify certain provisions of the Indenture, as authorized by duly adopted resolutions of the Company's Board of Directors; and

WHEREAS, Article Nine of the Indenture permits the Company to modify the Indenture from time to time by entering into one or more supplemental indentures, and all actions required to be taken under the Indenture with respect to this Supplemental Indenture have been taken.

NOW THEREFORE, in consideration of the premises, the parties hereby agree as follows:

1. Definitions.

The defined term "Principal Insurance Subsidiary" in Section 101, Definitions, of Article One is amended to read in its entirety as follows:

"'Principal Insurance Subsidiary' means each of Old Republic Insurance Company, Old Republic National Title Insurance Company, Republic Mortgage Insurance Company, Bituminous Casualty Corporation and Great West Casualty Company and any successor to all or a principal part of the business or properties of any thereof."

2. Covenants.

Section 1006, Limitations on Issue or Disposition of Stock of Principal Insurance Subsidiaries, of Article Ten is amended to read in its entirety as follows:

"Section 1006. Limitations on Issue or Disposition of Stock of Principal Insurance Subsidiaries.

The Company will not, and will not permit any Principal Insurance Subsidiary to, issue, sell, assign, transfer or otherwise dispose of, directly or indirectly, any of the capital stock (other than non-voting, non-convertible preferred stock) of any Principal Insurance Subsidiary (except to the Company or to one or more wholly-owned subsidiaries or for the purpose of qualifying directors); provided, however, that this covenant shall not apply if at the time of such transaction

(A) (1) the capital stock of a Principal Insurance Subsidiary is disposed of for consideration consisting of cash or other property which is at least equal to the fair value of such capital stock, as determined by the Board of Directors; or

(2) in the opinion of the Board of Directors, the issuance, sale, assignment, transfer or other disposition is in the best interests of the Company and the Principal Insurance Subsidiaries; or

(3) the issuance, sale, assignment, transfer or other disposition is required to comply with the order of a court or regulatory authority of competent jurisdiction, other than an order issued at the request of the Company or of one of its Principal Insurance Subsidiaries; and

(B) immediately after such transaction there will not have occurred an Event of Default or an event which, after notice or lapse of time or both, would become an Event of Default."

3. Debt Securities Issuable in Global Form.

If so established in or pursuant to a resolution or resolutions of the Board of Directors of the Company and set forth in an Officers' Certificate, or established in one or more supplemental indentures, prior to the initial issuance of Debt Securities of any series, the Debt Securities of the series may be issued in whole or in part in the form of one or more global Debt Securities and, in such case, such resolutions of the Board of Directors or supplemental indenture shall set forth the depository for such global Debt Security or Debt Securities and the terms and conditions, if any, upon which interests in such global Debt Security or Debt Securities may be exchanged, in whole or in part, for the individual Debt Securities represented thereby.

If the Company shall establish that the Debt Securities of a series are to be issued in whole or in part in the form of one or more global Debt Securities, then the Company shall execute and the Trustee shall authenticate and deliver one or more global Debt Securities that (i) shall represent an aggregate amount equal to the aggregate principal amount of the Outstanding Debt Securities of such series to be represented by one or more global Debt Securities, (ii) shall be registered in the name of the depository for such global Debt Security or Debt Securities or the nominee of such depository,
(iii) shall be delivered by the Trustee to such depository or pursuant to such depository's instruction and (iv) shall bear a legend substantially to the following effect: "Unless and until it is exchanged in whole or in part for the individual Debt Securities represented hereby, this global Debt Security may not be transferred except as a whole by the depository to a nominee of the depository or by a nominee of the depository to the depository or another nominee of the depository or by any such depository or any such nominee to a successor depository or a nominee of such successor depository."

If required by the applicable provisions of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), each depository designated for a global Debt Security in registered form must, at the time of its designation and at all times while it serves as depository, be a clearing agency registered under the Exchange Act and any other applicable statute or regulation.

Notwithstanding any other provision of this Section, unless and until it is exchanged in whole or in part for the individual Debt Securities represented thereby, a global Debt Security representing all or a portion of the Debt Securities of a series may not be transferred except as a whole by the depository for such series to a nominee of such depository or by a nominee of such depository to such depository or another nominee of such depository for such series or by such depository or any such nominee to a successor depository for such series or a nominee of such successor depository.

If at any time the depository for the Debt Securities of a series notifies the Company that it is unwilling or unable to continue as depository for the Debt Securities of such series or if at

any time the depository for the Debt Securities of such series shall no longer be eligible under the Exchange Act, if so required, the Company shall appoint a successor depository with respect to the Debt Securities of such series. If a successor depository for the Debt Securities of such series is not appointed by the Company within 90 days after the Company receives such notice or becomes aware of such ineligibility, the Company's election to issue global Debt Securities shall no longer be effective with respect to the Debt Securities of such series and the Company will execute, and the Trustee, upon receipt of a Company Order for the authentication and delivery of definitive Debt Securities of such series, will authenticate and deliver, without service charge, Debt Securities of such series in definitive form in an aggregate principal amount equal to the principal amount of the global Debt Security or Debt Securities representing such series in exchange for such global Debt Security or Debt Securities.

The Company may at any time and in its sole discretion determine that the Debt Securities of any series issued in the form of one or more global Debt Securities shall no longer be represented by such global Debt Security or Debt Securities. In such event the Company will execute, and the Trustee, upon receipt of a Company Order for the authentication and delivery of definitive Debt Securities of such series, will authenticate and deliver, without service charge, individual Debt Securities of such series in definitive form in an aggregate principal amount equal to the principal amount of the global Debt Security or Debt Securities representing such series in exchange for such global Debt Security or Debt Securities.

If specified by the Company with respect to a series of Debt Securities, the depository for such series of Debt Securities may surrender a global Debt Security for such series of Debt Securities in exchange in whole or in part for Debt Securities of such series in definitive form on such terms as are acceptable to the Company and such depository. Thereupon, the Company shall execute, and the Trustee shall authenticate and deliver, without service charge,

(i) to each Person specified by such depository a new Debt Security or Debt Securities of the same series, of any authorized denomination as requested by such Person in aggregate principal amount equal to and in exchange for such Person's beneficial interest in the global Debt Security; and

(ii) to such depository, a new global Debt Security in a denomination equal to the difference, if any, between the principal amount of the surrendered global Debt Security and the aggregate principal amount of Debt Securities delivered to Holders thereof.

Upon the exchange of a global Debt Security for Debt Securities in definitive form, such global Debt Security shall be cancelled by the Trustee. Debt Securities issued in exchange for a global Debt Security shall be registered in such names and in such authorized denominations as the depository, for such global Debt Security, pursuant to instructions from its direct or indirect participants or otherwise, shall instruct the Trustee. The Trustee shall deliver such

registered Debt Securities to the persons in whose names such Debt Securities are so registered.

None of the Company, the Trustee, any Paying Agent or the Debt Security Registrar will have any responsibility or liability for any aspect of the records relating to or payments made on account of beneficial ownership interests in a global Debt Security or for maintaining, supervising or reviewing any records relating to such beneficial ownership interests.

4. Ratification of Indenture.

This Supplemental Indenture is executed and shall be construed as an indenture supplemental to the Indenture, and as supplemented and modified hereby, the Indenture is in all respects ratified and confirmed, and the Indenture and this Supplemental Indenture shall be read, taken and construed as one and the same instrument.

5. Trust Indenture Act Controls.

If any provision of this Supplemental Indenture limits, qualifies or conflicts with another provision which is required to be included in this Supplemental Indenture by the Trust Indenture Act, the required provision shall control.

6. Indenture Definitions. Capitalized terms used in this Supplemental Indenture and not otherwise defined shall have the meanings ascribed to them in the Indenture.

7. Governing Law.

This Supplemental Indenture shall be governed by and construed in accordance with the laws of the State of New York, provided, however, that the rights, duties and liabilities of the Trustee shall be governed by and construed in accordance with the laws of the State of Delaware so long as the Wilmington Trust Company is Trustee.

8. Duplicate Originals.

This instrument may be executed in any number of counterparts, each of which so executed shall be deemed to be an original, but all such counterparts shall together constitute but one and the same instrument.

IN WITNESS WHEREOF, the parties hereto have caused this Supplemental Indenture to be duly executed, and their respective corporate seals to be hereunto affixed and attested, all as of the day and year first above written.

  (Seal)                                OLD REPUBLIC INTERNATIONAL CORPORATION

  Attest:

                                        By: ___________________________________
                                            A. C. Zucaro, Chairman of the Board
                                            and President


  (Seal)
                                        WILMINGTON TRUST COMPANY
                                        as Trustee
  Attest:


                                        By:
_________________________________          _________________________________

State of Illinois )
) ss:
County of Cook )

On the ____ day of June, 1997, before me personally came A. C. Zucaro, to me known, who, being by me duly sworn, did depose and say that he is Chairman of the Board and President of Old Republic International Corporation, one of the corporations described in and which executed the foregoing instrument; that he knows the seal of said corporation; that the seal affixed to said instrument is such corporate seal; that it was so affixed by authority of the Board of Directors of said corporation, and that he signed his name thereto by like authority.

State of Delaware )
) ss:
County of New Castle )

On the _____ day of June, 1997 before me personally came ________________________, to me known, who, being by me duly sworn, did depose and say that he is Vice President of Wilmington Trust Company, one of the corporations described in and which executed the foregoing instrument; that he knows the seal of said corporation; that the seal affixed to said instrument is such corporate seal; that it was so affixed by authority of the Board of Directors of said corporation, and that he signed his name thereto by like authority.

SUPP-IND.

EXHIBIT 4.4

[FORM OF DEBENTURE]

UNLESS AND UNTIL IT IS EXCHANGED IN WHOLE OR IN PART FOR ONE OR MORE DEBENTURES IN CERTIFICATED FORM, THIS DEBENTURE MAY NOT BE TRANSFERRED EXCEPT AS A WHOLE BY THE DEPOSITORY TRUST COMPANY, 55 WATER STREET, NEW YORK, NEW YORK (THE "DEPOSITORY"), TO A NOMINEE OF THE DEPOSITORY OR BY A NOMINEE OF THE DEPOSITORY TO THE DEPOSITORY OR ANOTHER NOMINEE OF THE DEPOSITORY OR BY THE DEPOSITORY OR ANY SUCH NOMINEE TO A SUCCESSOR DEPOSITORY OR A NOMINEE OF SUCH SUCCESSOR DEPOSITORY. UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TO THE ISSUER OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY, ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.

REGISTERED REGISTERED

CUSIP NO.

NO. 1 U.S. $115,000,000.00

OLD REPUBLIC INTERNATIONAL CORPORATION

_____% DEBENTURE DUE _________, 2007

OLD REPUBLIC INTERNATIONAL CORPORATION, a Delaware corporation (the "Company"), for value received promises to pay to

CEDE & CO.
c/o THE DEPOSITORY TRUST COMPANY
55 WATER STREET
NEW YORK, NEW YORK 10041

, or registered assigns, the principal sum of

ONE HUNDRED AND FIFTEEN MILLION DOLLARS

on _____________, 2007 (the "Maturity Date"), and to pay interest thereon at the
interest rate per annum of _______%, semiannually in arrears on _______ and _____________ of each year, commencing ____________, 1997 (each, an "Interest Payment Date"), to the Holder of this Debenture as of the close of business on the Regular Record Date, as defined below, with respect to such Interest Payment Date, until the principal hereof is paid or duly made available for payment.

Interest payments for this Debenture will be computed on the basis of a 360-day year of twelve 30-day months. Interest payable on this Debenture on any Interest Payment Date will include interest accrued from and including the immediately preceding Interest Payment Date in respect of which interest has been paid or duly provided for (or from and including ______, 1997 if no interest has been paid or duly provided for with respect to this Debenture) to but excluding such Interest Payment Date. If any Interest Payment Date or the Maturity Date falls on a day that is not a Business Day, the required payment of principal and/or interest with respect to such Interest Payment Date or Maturity Date, as the case may be, will be paid on the next succeeding Business Day with the same force and effect as if it were paid on the date such payment was due, and no interest shall accrue on the amount so payable for the period from and after such Interest Payment Date or Maturity Date, as the case may be.

The interest so payable, and punctually paid or duly provided for, on any Interest Payment Date will be paid to the Person in whose name this Debenture is registered in the Debt Security Register of the Company as of the close of business on the "Regular Record Date" for such interest payment, which shall be the __________ (whether or not a Business Day) preceding the ________ Interest Payment Date or the _________ (whether or not a Business Day) preceding the ___________ Interest Payment Date, as the case may be.

The principal of this Debenture payable on the Maturity Date will be paid against presentation of this Debenture at the office or agency of the Company maintained for that purpose in Wilmington, Delaware, in such coin or currency of the United States of America as at the time of payment is legal tender for the payment of public and private debts.

All payments of principal and interest in respect of this Debenture will be made by the Company in immediately available funds.

Reference is hereby made to the further provisions of this Debenture set forth after the Trustee's Certificate of Authentication, which further provisions shall for all purposes have the same effect as if set forth at this place.

Unless the Certificate of Authentication hereon has been executed by the Trustee under the Indenture, as each such term is defined below, directly or through an Authenticating

Agent, by the manual signature of one of its authorized signatories, this Debenture shall not be entitled to any benefit under the Indenture or be valid or obligatory for any purpose.

IN WITNESS WHEREOF, the Company has caused this instrument to be duly executed, manually or in facsimile, and its corporate seal to be imprinted hereon.

Dated: ___________, 1997

OLD REPUBLIC INTERNATIONAL CORPORATION

By:

[SEAL] President

Attest:

Secretary

TRUSTEE'S CERTIFICATE OF AUTHENTICATION

This is one of the Debt Securities referred to in the within-mentioned Indenture.

WILMINGTON TRUST COMPANY, as Trustee

By:
Authorized Signature

OLD REPUBLIC INTERNATIONAL CORPORATION

________% DEBENTURE DUE ________, 2007

This Debenture is one of the duly authorized debt securities (collectively, the "Debt Securities") of the Company to be issued under an Indenture between the Company and Wilmington Trust Company, as trustee (herein called the "Trustee", which term includes any successor trustee under such indenture), dated as of August 15, 1992, as amended by Supplemental Indenture No. 1, dated as of _______, 1997 (as so amended, the "Indenture"), to which Indenture and all indentures supplemental thereto reference is hereby made for a statement of the respective rights, limitations of rights, duties, obligations and immunities thereunder of the Company, the Trustee and the Holders of the Debt Securities and the terms upon which the Debt Securities are, and are to be, authenticated and delivered. This Debenture is one of the duly authorized series of Debt Securities designated as "______% Debentures due ___________, 2007" (collectively, the "Debentures"), and the aggregate principal amount of Debentures to be issued under such series is limited to $115,000,000 (except for Debentures authenticated and delivered upon transfer of, or in exchange for, or in lieu of other Debentures). All terms used but not defined or specified in this Debenture shall have the meanings assigned to such terms in the Indenture.

This Debenture will not be subject to redemption at the option of the Company or the Holder prior to the Maturity Date.

If an Event of Default with respect to the Debentures shall occur and be continuing, the Trustee or the Holders of not less than 25% in principal amount of the Debentures at the time Outstanding, as defined in the Indenture, may declare the principal of all Debentures due and payable in the manner and with the effect provided in the Indenture.

The Indenture permits, with certain exceptions therein provided, the amendment thereof and the modification of the rights and obligations of the Company and the rights of the Holders of the Debt Securities of each series to be affected under the Indenture at any time by the Company and the Trustee with the consent of the Holders of not less than a majority in aggregate principal amount of the Debt Securities of each series affected thereby at the time Outstanding. The Indenture also contains provisions permitting the Holders of specified percentages in aggregate principal amount of the Debt Securities of each series at the time Outstanding, on behalf of the Holders of all Debt Securities of each such series, to waive compliance by the Company with certain provisions of the Indenture and certain past defaults under the Indenture and their consequences. Any such consent or waiver by the Holder of this Debenture shall be conclusive and binding upon such Holder and upon all future Holders of this Debenture and of any Debenture issued upon the registration of transfer hereof or in exchange herefor or in lieu hereof, whether or not notation of such consent or waiver is made upon this Debenture.

No reference herein to the Indenture and no provision of this Debenture or of the Indenture shall alter or impair the obligation of the Company, which is absolute and unconditional, to pay the principal of and interest on this Debenture at the time, place and rate, and in the coin or currency, herein prescribed.

As provided in the Indenture, and subject to certain limitations herein and therein set forth, the transfer of this Debenture may be registered in the Debt Security Register of the Company upon surrender of this Debenture for registration of transfer at the office or agency of the Company in Wilmington, Delaware, duly endorsed by, or accompanied by this Debenture and a written instrument of transfer in form satisfactory to the Company duly executed by, the Holder hereof or by his attorney duly authorized in writing and thereupon one or more new Debentures, in authorized denominations, having the same terms and conditions and for the same aggregate principal amount, will be issued to the designated transferee or transferees.

As provided in the Indenture, and subject to certain limitations herein and therein set forth, this Debenture is exchangeable for a like aggregate principal amount of Debentures having the same terms and conditions, in authorized denominations, as requested by the Holder surrendering the same.

No service charge will be made for any registration of transfer or exchange of Debentures, but the Company may require payment of a sum sufficient to cover any tax or other governmental charge payable in connection therewith.

The Debentures are issuable only in fully registered form without coupons in denominations of $1,000 and any integral multiple in excess thereof.

Prior to due presentment of this Debenture for registration of transfer, the Company, the Trustee and any agent of the Company or the Trustee may treat the Person in whose name this Debenture is registered as the owner hereof for all purposes, whether or not this Debenture be overdue, and neither the Company, the Trustee nor any such agent shall be affected by notice to the contrary.

The Debentures are subject to satisfaction and discharge and defeasance as provided in Article Four of the Indenture.

ABBREVIATIONS

The following abbreviations, when used in the inscription on the first page of this instrument, shall be construed as though they were written out in full according to applicable laws or regulations.

TEN COM -- as tenants in common
TEN ENT -- as tenants by the entireties JT TEN -- as joint tenants with right of survivorship and not as tenants in common

UNIF GIFT MIN ACT -- ____________ Custodian _____________

(Cust) (Minor)

Under Uniform Gifts to Minors Act

Additional abbreviations may also be used though not in the above list.

ASSIGNMENT

FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and transfer(s) unto

Please Insert Social Security Number or Other Identifying Number of Assignee:

PLEASE PRINT OR TYPEWRITE NAME AND ADDRESS, INCLUDING ZIP CODE, OF ASSIGNEE:

the within Debenture and all rights thereunder, hereby irrevocably constituting and appointing

attorney to transfer said Debenture on the books of the Company, with full power of substitution in the premises.

Dated:     ____________________________________________________
           NOTICE:  The signature to this assignment must correspond with the
           name as written upon the first page of this Debenture in every
           particular, without alteration or enlargement or any change
           whatsoever.

           SIGNATURE GUARANTEED


           _______________________________