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Exhibit 99.1

A.C. Zucaro

Chairman &

Chief Executive Officer

To Old Republic’s Shareholders

Spin-Off of the Republic Financial Indemnity

Group’s Common Stock Through a

Distribution on the Old Republic Common Stock

In mid-March 2012 we announced the combination of our Consumer Credit Indemnity (“CCI”) Underwriting Division with our Mortgage Insurance (“MI”) Group. Concurrently we called attention to the necessity of recapitalizing the combined business which was re-named the Republic Financial Indemnity Group, Inc. (“RFIG”).

Recessionary conditions in U.S. housing finance which began in 2007 have led to substantial losses in the MI and CCI lines. As a result, capital funds identified with these lines at year-end 2006 have been fully depleted. Both of the lines are in a run-off operating mode, and cannot write new business due to the depleted capital accounts. While we still maintain a long-term strategic interest in these lines, we have stopped capital funding for them since they no longer meet our consolidated enterprise risk and capital management disciplines and objectives.

In consideration of all these factors, our management and board of directors concluded that the necessary future recapitalization and re-direction of the combined business could best be effected by separating these operations from the Old Republic International holding company. Combining the two lines, while maintaining their separateness within RFIG, provides the corporate structure to achieve these objectives. In late May of this year, we announced that RFIG would be established as an independent publicly held company. We will accomplish this through a spin-off of substantially all of our RFIG shares to Old Republic’s stockholders. The accompanying Information Statement describes the RFIG business and the interests of Old Republic's shareholders in the spin-off of RFIG’s stock.

If you own Old Republic common stock as of the close of business on June     , 2012, you will receive one share of RFIG common stock for each eight shares of Old Republic common stock that you own. The RFIG shares should be delivered to your account shortly after June     , 2012. As indicated in the accompanying Information Statement the value of the RFIG shares you receive will be treated as a taxable dividend. This value will be determined shortly after the spin-off occurs.

No Old Republic stockholder action is required, and you do not need to surrender your Old Republic shares to receive the RFIG common stock to which you are entitled. You will continue to hold the same number of Old Republic common shares after the spin-off. If a market develops for the RFIG common stock, it will trade in the over-the-counter markets under a trading symbol as yet unassigned.

The attached Information Statement contains detailed information about RFIG and the Spin-Off which we encourage you to read carefully.

Respectfully submitted on behalf

of the Old Republic Board of Directors,

A. C. Zucaro

Chairman & Chief Executive Officer

                    , 2012

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Information contained herein is subject to completion or amendment. A registration statement on Form 10 relating to these securities has been filed with the Securities and Exchange Commission under the Securities Exchange Act of 1934, as amended.

Subject to Completion, dated May 23, 2012

INFORMATION STATEMENT

Republic Financial Indemnity Group, Inc.

Common Stock

(par value $0.01 per share)

Old Republic International Corporation (“Old Republic”) is furnishing this information statement to its shareholders in connection with the distribution by Old Republic of [        %] of the outstanding shares of common stock of Republic Financial Indemnity Group, Inc. (“RFIG”) that are owned by Old Republic to holders of Old Republic’s common stock. As of the date of this information statement, Old Republic owns [        %] of all of RFIG’s outstanding common stock.

On [                ], 2012, Old Republic’s board of directors granted final approval of the distribution of [        ]% of the shares of RFIG common stock owned by Old Republic to holders of Old Republic common stock. Holders of Old Republic common stock will be entitled to receive [                ] shares of RFIG common stock for every eight shares of Old Republic common stock held as of 5:00 p.m. New York time on the record date, [                ], 2012. No fractional shares will be issued. In the event a holder of Old Republic common stock would otherwise be entitled to a fractional share of RFIG common stock, the number of shares of RFIG common stock such holder will receive in the spin-off will be rounded up to the nearest whole number of shares of RFIG common stock. The distribution date for the spin-off will be [                ], 2012. Following the spin-off, Old Republic will retain approximately 371,000 shares of RFIG common stock, representing approximately 0.90% of RFIG’s issued and outstanding common stock. Old Republic also owns and will retain warrants to purchase 18,000,000 shares of RFIG common stock at $0.12 per share. If all such warrants were exercised in the future at the rate of one RFIG common share per warrant, Old Republic would own approximately 18,371,000 (31%) RFIG common shares out of approximately 59,288,000 resulting shares then outstanding inclusive of the 8,500,000 shares issued in May 2012.

You will not be required to pay any cash or other consideration for the shares of RFIG common stock that will be distributed to you or to surrender or exchange your shares of Old Republic common stock to receive shares of RFIG common stock in the spin-off. The distribution will not affect the number of shares of Old Republic common stock that you hold. No approval by Old Republic shareholders of the spin-off is required or being sought. You are not being asked for a proxy and you are requested not to send a proxy.

As discussed under “The Spin-Off—Trading of Old Republic Common Stock After the Record Date and Prior to the Distribution,” if you sell your shares of Old Republic common stock in the “regular way” market after the record date and prior to the spin-off, you also will be selling your right to receive RFIG common stock in connection with the spin-off. You are encouraged to consult with your financial advisor regarding the specific implications of selling your Old Republic common stock on or prior to the distribution date.

Currently, there is no public trading market for RFIG common stock. Following the spin-off, we will seek to have market prices for shares of RFIG common stock quoted in the over-the-counter markets (the OTC Bulletin Board and/or the OTC Markets Group, Inc. quotation services). There is no assurance that we will succeed in that attempt or that, if the shares are quoted in the over-the-counter markets, a market will ever develop for such securities.

In reviewing this information statement, you should carefully consider the matters described under the caption “Risk Factors” beginning on page 13.

Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved these securities or determined if this information statement is truthful or complete. Any representation to the contrary is a criminal offense.

This information statement does not constitute an offer to sell or the solicitation of an offer to buy any securities.

Old Republic first mailed this information statement to its shareholders on or about [                ], 2012.

The date of this information statement is                 , 2012.

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Unless we otherwise state or the context otherwise indicates, all references in this information statement to “us,” “we,” “our,” “ours,” “the Company,” or “RFIG” mean Republic Financial Indemnity Group, Inc. and its subsidiaries, and all references to “Old Republic” or “ORI” mean Old Republic International Corporation and its subsidiaries, other than, for all periods following the spin-off, RFIG.

The transaction in which RFIG will be separated from Old Republic International Corporation and become an independent, publicly traded company is referred to herein alternatively as the “distribution” or the “spin-off.”

This information statement is being furnished solely to provide information to Old Republic shareholders who will receive shares of RFIG common stock in connection with the spin-off. It is not provided as an inducement or encouragement to buy or sell any securities. You should not assume that the information contained in this information statement is accurate as of any date other than the date set forth on the cover. Changes to the information contained in this information statement may occur after that date, and we undertake no obligation to update the information contained in this information statement, unless we are required by applicable securities laws to do so.

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QUESTIONS AND ANSWERS ABOUT THE SPIN-OFF

You will receive one share of RFIG common stock for each eight shares of Old Republic common stock held as of the record date and retained through the distribution date. You may also participate in the spin-off if you purchase Old Republic common stock in the “regular way” market after the record date and retain your Old Republic shares through the distribution date. See “The Spin-Off—Trading of Old Republic Common Stock After the Record Date and Prior to the Distribution.”

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We cannot assure you that any or all of these conditions will be met. To the extent waivable, Old Republic may waive one or more of these conditions in its sole and absolute discretion, and the determination by Old Republic regarding the satisfaction of these conditions will be conclusive. The fulfillment of these conditions will not create any obligation on Old Republic’s part to effect the distribution, and Old Republic has reserved the right to amend, modify or abandon any and all terms of the distribution and the related transactions at any time prior to the distribution date. See “The Spin-Off—Spin-Off Conditions and Termination.”

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Wells Fargo Shareowner Services

P.O. Box 64874

St. Paul, Minnesota 55164-0874

Telephone: (800) 468-9716

Website: www.wellsfargo.com/shareownerservices

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Before the spin-off, if you have questions relating to the spin-off, you should contact Old Republic at:

Old Republic International Corporation

307 North Michigan Avenue

Chicago, Illinois 60601

Attention: Investor Relations

Telephone: (312) 346-8100

After the spin-off, questions should be addressed to:

Republic Financial Indemnity Group, Inc.

307 North Michigan Avenue

Chicago, Illinois 60601

Attention: Investor Relations

Telephone: (312) 346-8100.

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RISK FACTORS

Risks Relating to Our Business

Overview

RFIG, as now constituted, consists of Old Republic’s:

Old Republic announced the combination of the CCI division with its mortgage guaranty group of companies in mid-March 2012. The combination of these two businesses, separately held under the RFIG holding company, was effected since the two operations offer similar insurance coverages, share the same senior management leadership, and have been in run-off operating mode since 2008 (as to CCI) and August 2011 (as to MI). Both businesses have operated at a loss since 2007, are more likely than not to post losses in 2012 and 2013, if not longer, do not currently underwrite any new insurance policies, and need to be recapitalized in order to gain the opportunity of separately re-entering the MI and CCI markets.

Other than the “Order” discussed below and its impact on our mortgage guaranty business, the risk factors summarized hereinafter generally apply to both our MI and CCI lines. However, the issues and other matters pertaining to Fannie Mae and Freddie Mac, in particular, affect mostly our mortgage guaranty business.

We expect to experience continued material losses in our mortgage insurance and consumer credit indemnity lines, which will have a material adverse effect on our financial position and results of operations.

It is more likely than not that our MI and CCI lines will continue to incur material losses for years 2012 and 2013 in particular, though subsequent years may experience losses as well. Any decline in the rate and severity of losses will depend in part on improvements in general economic conditions, unemployment rates, and the housing, mortgage and credit markets. The timing of any such improvements cannot be accurately forecasted, and there is no assurance that improvements will be uniform across all sectors. Housing values and unemployment may be the last to recover in the current economic cycle. It is unclear to what extent, if at all, the loan modification programs of the FDIC, Fannie Mae, Freddie Mac, and loan servicers will reduce the rate of loan defaults and, in turn, mortgage insurance claims and losses.

Excessive losses and loss expenses due to unanticipated frequency and severity of claims have had a material adverse effect on our financial condition and results of operations

Excessive losses due to unanticipated claims frequency, severity or a combination of both is our most significant risk factor. Many of the factors affecting the frequency and severity of claims depend upon the type of insurance coverage, but others are shared in common. Severity and frequency can be affected by changes in national economic conditions, unexpectedly adverse outcomes in claims litigation, often as a result of unanticipated jury verdicts, changes in court made law, adverse court interpretations of insurance policy provisions resulting in increased liability or new judicial theories of liability, together with unexpectedly high costs of defending claims.

It is possible that RMIC, our flagship mortgage insurer, will become statutorily impaired and placed into receivership or liquidation by the North Carolina Department of Insurance

The material increases in mortgage guaranty insurance claims and loss payments that began in 2007 have substantially depleted RMIC’s statutory capital base and forced it to discontinue writing new business. Sixteen

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states have insurance laws or regulations which require a mortgage insurer to maintain a minimum amount of statutory capital relative to the level of risk in force, the most common measure being a risk to capital ratio of 25 to 1. The failure to maintain the prescribed minimum capital level in a particular state would generally require a mortgage insurer to immediately stop writing new business until it reestablishes the required level of capital or receives a waiver of the requirement from a state's insurance regulatory authority. RMIC breached the minimum capital requirement during the third quarter of 2010. RMIC had previously requested and, subsequently received waivers or forbearance of the minimum policyholder position requirements from the regulatory authorities in substantially all affected states. Following several brief extensions, the waiver from its domiciliary state of North Carolina expired on August 31, 2011, and RMIC and its sister company, Republic Mortgage Insurance Company of North Carolina, discontinued writing new business in all states and limited themselves to servicing the run-off of their existing business.

On January 19, 2012, the NCDOI issued an Order immediately placing RMIC under administrative supervision. Among other measures, RMIC was directed to reduce claim payments by 50% for up to one year’s time. The remaining 50% is to be recorded as a deferred payment obligation (“DPO”) and credited to a temporary statutory surplus account. The imposition of supervision and the restriction on claims payments will significantly reduce the rate at which RMIC's statutory capital is eroded by losses. As a result, management believes the Order makes RMIC’s statutory insolvency less likely. However, the Order could be amended or withdrawn by the NCDOI at any time or allowed to lapse after a year's time. There is therefore no assurance that the 50% payment limitation will remain in place for an extended period, nor that RMIC and its affiliated insurance companies will ultimately regain enough capital to re-enter the market and write new business, or that the Order will preclude the statutory impairment of RMIC at a later date. The NCDOI is currently reviewing the reasonableness of the level of our DPO through an independent actuarial firm retained by the NCDOI. We are unable to predict what the outcome of the NCDOI’s review will be; however, any reduction in the current level of our DPO would likely have a material adverse effect on our financial condition and results of operations.

In addition to restrictions on the payment of claims, the Order contains many other restrictions on the operation of RMIC’s business. Failure to comply with the provisions of the Order or any other violation of the North Carolina Insurance Code may result in the imposition of fines or penalties or subject RMIC to further legal proceedings, including the institution by the NCDOI of receivership proceedings for the conservation, rehabilitation or liquidation of RMIC. Any such actions could lead RFIG to institute a proceeding seeking relief from creditors under U.S. bankruptcy laws, or otherwise consider dissolution of the company.

There is substantial doubt about our ability to continue as a going concern.

In light of the regulatory supervision to which RMIC is subject as already discussed, absent substantial capital additions and future regulatory and other approvals, the ability of RFIG and its insurance subsidiaries to reemerge as an active underwriter of new business is currently unknown if not doubtful. The ultimate parent, Old Republic, has, based on its enterprise risk management objectives, communicated its unwillingness and inability to provide additional capital funds in an amount sufficient to restore and maintain minimum risk-to-capital ratios. Accordingly, recapitalization of RFIG will be dependent on the possible availability of funds from capital market sources.

All of these circumstances raise substantial doubt about RFIG’s and its insurance subsidiaries' ability to continue as going concerns. However, the financial statements included in this information statement have been prepared on the assumption that RFIG will continue as a going concern. Under this assumption, RFIG contemplates the realization of assets, liquidation of liabilities, and settlement of deferred payment obligations in the ordinary course of running off the business over several years. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.

Either by notice or consent order, the following states have either suspended or provided notice of their intent to suspend RMIC’s license: AK, AR, GA, ID, IL, KY, LA, MO, NC, OK, TN, UT, VA, WV, and we

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expect other states will take similar action in the future. RMIC has confirmed with each state in which its license has been suspended that it should continue to service its existing in-force book of business. As such, while RMIC no longer issues coverage on new policies, it continues to process modifications on existing certificates of insurance, process premiums and settle claims in the normal course of business.

To actively write mortgage insurance we must be approved by Fannie Mae and Freddie Mac. RMIC and its affiliated MI insurance companies are no longer approved by Fannie Mae or Freddie Mac. There is no guarantee that we would be approved in the future to once again begin writing new insurance business.

We are indebted to Old Republic in the amount of $180 million and we do not have, nor is it likely that we will have in the future, the ability to service this debt, and as a result we may have difficulty raising additional capital in the future.

RFIG is a holding company that transacts business through its operating subsidiaries. Our primary assets are the capital stock of these operating subsidiaries. Thus, our ability to service the indebtedness owed to Old Republic under the $180 million face amount Series A Variable Rate Senior Debenture No. 5 due December 31, 2038 (the “Senior Debenture”) that we issued to Old Republic on March 14, 2012 in exchange for certain existing notes and the extension of an additional $5 million loan, depends upon the surplus and earnings of our subsidiaries and their ability to pay dividends to the holding company. Our subsidiaries are separate and distinct legal entities and have no obligation, contingent or otherwise, to make payment on RFIG’s debts or to make any funds available for that purpose. Given the restrictions in the Order on payments or other transfers of funds by RMIC, our flagship mortgage guaranty insurer, we do not expect that any funds will be available to RFIG from RMIC, nor do we expect any of our other subsidiaries to pay dividends to us in order to satisfy holding company obligations. Accordingly, we do not expect that we will be able to make interest payments when due under the Senior Debenture. While the Senior Debenture does not contain provisions giving the holder the right to accelerate the principal balance due in the event of a failure to make payments of interest or principal when due, our inability to make payments when due under the Senior Debenture could have a material adverse effect on our ability to raise capital through either the sale of debt or equity securities.

Our ability to finance our operations through the incurrence of additional indebtedness is constrained by the terms of our Senior Debenture and our lack of cash flow to service any such indebtedness.

Our Senior Debenture prohibits us from borrowing more than $5 million without the holder’s prior written approval. Further, given the constraints on our ability to receive dividends or other payments from RMIC under the Order, we do not expect that RFIG will have access to funds with which to service additional indebtedness that it may need to finance its operations. If RFIG is unable to raise the funds necessary to continue its operations, it may have to institute a proceeding seeking relief from creditors under U.S. bankruptcy laws, or otherwise consider dissolution of the Company.

Our mortgage guaranty GAAP earnings may be materially adversely affected because our recognition of premium income under GAAP is not appropriately matched to our long-term claim exposures

Our mortgage insurance subsidiaries issue long duration, guaranteed renewable policies covering multi-year periods during which exposure to loss exists. Loss exposures typically manifest themselves as recurring losses usually concentrated between the second and fifth year following issuance of any one year's new policies. Additionally, the policies cover catastrophic aggregations of claims such as those that have occurred during the current recession engendered by substantial market dislocations in the housing and mortgage lending industries.

Our mortgage guaranty premiums stem principally from monthly installment policies. Substantially all such premiums are generally written and earned in the month coverage is effective. Recognition of claim costs, however, occurs only after an insured mortgage loan has missed two or more consecutive monthly payments. Accordingly, GAAP revenue recognition is not appropriately matched to the risk exposure and the consequent

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recognition of both normal and, most significantly, future catastrophic loss occurrences. As a result, mortgage guaranty GAAP earnings for any individual year or series of years may be materially adversely affected, particularly by cyclical catastrophic loss events such as the mortgage insurance industry has experienced since mid-year 2007. Reported GAAP earnings and financial condition form, in part, the basis for significant judgments and strategic evaluations made by management, analysts, investors, and other users of the financial statements issued by mortgage guaranty companies. The risk exists that such judgments and evaluations are at least partially based on GAAP financial information that does not match revenues and expenses and is not reflective of the long-term normal and catastrophic risk exposures assumed by mortgage guaranty insurers at any point in time.

Our loss reserves have proven to be inadequate to cover our losses on our mortgage insurance and CCI businesses

Our mortgage insurance subsidiaries establish reserves for losses and loss adjustment expenses based upon mortgage loans reported to be in default, as well as estimates of those in default but not yet reported. Of necessity, the reserves are at best estimates by management, taking into consideration its judgments and assumptions regarding the housing and mortgage markets, unemployment rates and economic trends in general. During the ongoing sustained economic downturn, loss reserve estimates become subject to even greater uncertainty and volatility. The rate and severity of actual losses have at times proven to be greater than expected and have required us to effect substantial increases in our loss reserves. Depending upon the magnitude, future claim reserve increases could have a materially adverse impact on our mortgage insurance business and our consolidated results of operations and financial condition. There can be no assurance that actual losses paid by the mortgage insurance subsidiaries, even with the benefit of the DPO provisions under the Order described above, will not be materially greater than previously established loss reserves.

We also establish reserves for CCI claim exposures based on reported loan defaults. These reserves are an estimate of liability for unpaid claims and claims defense and adjustment expenses, and cover both reported and incurred but not yet reported (“IBNR”) claims net of expected recoveries of incurred claims. It is not possible to calculate precisely what these liabilities will amount to in advance and, therefore, the reserves represent management's best estimate at any point in time. Such estimates are based upon known historical loss data, certain assumptions and expectations of future trends in claim frequency and severity, interest rates, claim salvage recoveries, and other economic considerations. The latter are affected by a variety of factors over which insurers have little or no control and which can be quite volatile.

Reserve estimates for our mortgage guaranty and CCI business are periodically reviewed in light of known developments and, where necessary, they are adjusted and refined as circumstances may warrant. Nevertheless, the reserve setting process is inherently uncertain. If, for any reason, reserve estimates prove to be inadequate, reported liabilities would need to be increased and our pretax income for the period in which our reserves are increased will decrease by a corresponding amount; such an occurrence could result in a materially adverse impact on our results of operations and financial condition.

We expect to experience fewer coverage rescissions in the future, and therefore the benefit we receive from rescissions will decline over time

Our mortgage insurance and CCI policy provisions permit us to rescind coverage whenever we find evidence that a loan did not qualify for insurance coverage in the first instance, or that a material misrepresentation had been made in the loan application by the borrower, the lender, and/or its agent. During the past several years, rescission rates rose dramatically. As a result, rescissions reduced materially the percentage of approved claims, and loss reserving estimates have reflected assumptions as to the levels and trends of rescission activity. Although we expect rescission activity to continue in future years, it is likely that the reserve reductions and lower claim settlements we will experience from future rescission activity will decline over time and will not be as significant as it has been in the past.

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A few policyholders who have experienced high rates of coverage rescission have instituted litigation or arbitration proceedings challenging our position on rescissions. Whether the current rescission rates continue or decrease, it is possible that further litigation or arbitral challenges to our rescissions of coverage could arise. If any of the challenges are successful, they could have a materially adverse effect on our consolidated operating results and financial position. Even if such challenges should prove unsuccessful, the legal defense costs of addressing them could be substantial.

A diminished role for Fannie Mae and Freddie Mac (“GSEs”) could materially adversely affect our ability to re-enter the mortgage insurance market

The market for private mortgage insurance exists almost entirely as a result of restrictions within the federal charters of the GSEs which require an acceptable form of credit enhancement on loans purchased by the GSEs that have loan- to-value (“LTV”) ratios in excess of 80%. These institutions establish the levels of required coverage, the underwriting standards for the loans they will purchase and the loss mitigation efforts that must be followed on insured loans. In response to their deteriorating financial conditions, the GSEs were placed in conservatorship under the Federal Housing Finance Agency (“FHFA”) in September 2008. As their conservator, the FHFA could change the GSEs’ business practices with respect to mortgage credit enhancement, or new federal legislation prompted by the increasing role of the federal government in the residential mortgage market could alter their charters or restructure the GSEs in ways that may reduce or eliminate their roles in the residential mortgage market. The current Federal administration has recommended winding down and gradually eliminating the GSEs’ role in housing finance. Any such changes could have a material adverse effect on the mortgage insurance industry and RMIC’s and its affiliates' ability to re-enter the market.

Competition in the mortgage insurance industry may adversely affect our ability to re-enter the mortgage insurance market

Competition is always a risk factor and arises not only from other private mortgage insurers, but also from the Federal Housing Administration (“FHA”), the Veterans Administration (“VA”), as well as the GSEs and the insured mortgage lenders themselves. Beginning in 2008, the volume of business underwritten by private mortgage insurers began to decline significantly, generally as a result of more restrictive underwriting guidelines, increased premium rates, and changes to the pricing policies of the GSE’s. These changes, coupled with certain changes to the FHA’s guidelines, resulted in a significant increase in the FHA’s insured volume and its share of the market for mortgage default protection.

Other competitive risk factors faced by the mortgage insurance industry stem from certain credit enhancement alternatives to private mortgage insurance. These include:

As previously noted, we ceased underwriting new mortgage guaranty business effective August 31, 2011. All of the above-noted competitive risk factors could adversely affect our mortgage insurance subsidiaries ability to re-enter the market in the future.

Historically, the CCI line has been a much smaller part of the financial indemnity field when compared to mortgage guaranty. Underwriting of new CCI policies ceased in early 2008 and the business has since been in run-off operating mode. Our ability to re-enter the CCI business through a newly established RFIG insurance subsidiary that is currently limited to assuming the CCI run-off will be predicated on a number of factors, including regulatory approval of revised policy forms, the obtaining of operating licenses in several additional states, and the availability of sufficient additional capital to gain market acceptance of the insurance coverage we plan to offer. There is no assurance that any or all of these requirements will be met in the near term.

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Adverse changes in the economy or the stock market could negatively affect the value of our invested assets, which could result in a material adverse effect on our financial condition and results of operations.

The invested assets of our insurance subsidiaries are managed by an asset management subsidiary of Old Republic pursuant to an agreement that has been in place for many years. Substantially all of the investments consist of fixed maturity securities.

Changes in interest rates directly affect the income from, and the fair value of, fixed maturity investments. Such changes could reduce the value of our investment portfolio and adversely affect our results of operations and financial condition. Further, we manage our fixed maturity investments by taking into account the maturities of such securities and our anticipated liquidity needs. Should we suddenly experience greater than anticipated liquidity needs for any reason, we could face a temporary cash shortfall that could have a materially adverse effect on our financial condition or operating results.

Our policies have not been priced adequately in the past, and our business, operating results and financial condition have been materially adversely affected

Premium rates are generally determined on the basis of historical data for claim frequency and severity as well as related production and other expense patterns. The housing crisis has resulted in ultimate claims and expenses exceeding historically projected levels, and premium rates have proved to be insufficient. Premium rate inadequacy will require time to correct, and, much like excessive losses, has adversely affected our business, operating results and financial condition.

The regulatory environment in which we operate imposes substantial restrictions on our ability to operate our business

Our insurance businesses are subject to extensive governmental regulation under U.S. laws and state regulations. These regulations relate to such matters as licensing requirements, types of insurance products that may be sold, premium rates, marketing practices, capital and surplus requirements, investment limitations, underwriting limitations, dividend payment limitations, transactions with affiliates, accounting practices, taxation and other matters. While most of the regulation is at the state level in the U.S., the federal government has increasingly expressed an interest in regulating the insurance business and has injected itself through the Graham-Leach-Bliley Act, the Patriot Act, the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2009. Regulations bear directly on the costs of conducting an insurance business through increased compliance expenses. Apart from the rising costs of compliance, as existing regulations evolve through administrative and court interpretations, and as new regulations are adopted, there is no basis for predicting the impact that changes could have on our businesses in the future. The impact could have a material adverse effect on the manner in which we do business and our future ability to compete.

We are currently unrated by the major rating agencies. Ratings are not currently important to us because we are operating in run-off mode; however, our ability to re-enter the market or to raise capital in the future will be adversely affected by not having satisfactory ratings

The competitive positions of insurance companies in general have come to depend increasingly on independent ratings of their financial strength and claims-paying ability. The rating agencies base their ratings on criteria they establish regarding an insurer's financial strength, operating performance, strategic position and ability to meet its obligations to policyholders. The future inability to obtain sufficient ratings for any of our insurance subsidiaries could have a materially adverse effect on their future ability to compete for new business and, as a result, their operations and financial condition.

Our subsidiaries have significant relationships with financial institutions; the failure of any such institutions could have a material adverse effect on our business, results of operations and financial condition

Our MI subsidiaries have significant business relationships with financial institutions, particularly national banks. The subsidiaries are the beneficiaries of a considerable amount of security generally in the form of trust

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assets which they hold as collateral securing the obligations of insureds and certain reinsurers. Some of the banks themselves have subsidiaries that reinsure our business. There is thus a risk of concentrated financial exposures in one or more such banking institutions. If any of these institutions fail or are unable to honor their credit obligations, the result could have a materially adverse effect on our business, results of operations and financial condition.

Our risk management processes have proved inadequate in the past and could prove to be inadequate in the future

We have established processes and procedures designed to identify, measure, analyze, monitor and report the types of risk we and our subsidiaries are subject to, including operational risk, market risk, credit risk, liquidity risk, investment risk, interest rate risk, legal risk and reputational risk, among others. There are inherent limitations in such processes and procedures. In the past we have not adequately identified or anticipated risks relating to our business, and there is a risk that we may not adequately anticipate risks in the future. Such inadequacies have in the past resulted in, and could in the future lead to unexpected losses or expenses.

We are subject to legal risks relating to our business that could negatively affect us

We and certain of our subsidiaries are from time to time named defendants or otherwise involved in various legal proceedings, including class actions and other litigation or arbitration proceedings with third parties, as well as proceedings by regulatory agencies. Any of these actions could result in judgments, settlements, fines or penalties which could materially adversely affect our business, financial condition or results of operations.

Attracting and retaining qualified employees is critical to our continued operations

Our employees at all levels are employees at will and are depended on to successfully manage the run-off and any re-entry we make into the market place. Therefore, should we for any reason be unable to attract and retain qualified employees, our ability to effectively, efficiently and economically run off the book of business of the Company could be materially adversely affected. Further, under the Order entered by the NCDOI, we are prohibited from increasing the salaries or benefits of any member of RMIC’s management without the approval of the NCDOI. In the event that the NCDOI should not approve compensation increases that we believe are necessary to attract and retain qualified employees, our ability to successfully manage our run-off operations would be impaired, which could materially and adversely affect our financial condition and results of operations.

At March 31, 2012, we reported a common shareholder’s deficit under GAAP of $17.5 million. We believe that, absent significant positive changes in the economy and the residential real estate market, it is possible that the existing assets and future premiums of RMIC may not be sufficient to meet its current and future policyholder obligations, which could result in the institution of receivership proceedings for RMIC and consequently could lead us to institute a proceeding seeking relief from creditors under U.S. bankruptcy laws, or otherwise seek to dissolve RFIG.

Since December 31, 2006, we have reported a cumulative net loss of $1.4 billion, which largely accounted for the GAAP common shareholder’s equity (deficit) of ($17.5) million at March 31, 2012. The item that has the most significant impact on the net income or loss that we report is incurred losses. Incurred losses are comprised of settled losses and the change in loss reserves. There have been large swings in incurred losses over the past five years, with most of the volatility coming from the level of newly reported defaults and related loss reserves and the loss development, including the change in loss reserves covering existing defaults.

As already noted, loss reserves are estimates of the ultimate costs of claim settlement on loans reported in default, and loans in default that are in the process of being reported to us as of the date of our financial statements. The actual amount of our claim settlements may be substantially different from our loss reserve estimates. Our estimates could be adversely affected by a variety of factors, including, but not limited to, further

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declines in home prices, specifically in certain geographic regions that have experienced only modest declines to date, a lack of improvement in the unemployment rate, and a decrease in the realized rescission rates compared to those utilized in our reserve methodology. Changes to our estimates of reserves could result in a significant impact to our results of operations and our accumulated deficit.

While a deficit in assets is a useful metric to measure the financial viability of a company at any point in time, it does not measure the future net profits, if any, on the existing book of business based upon the ongoing collection of premiums against the projected future claim payments on new defaults. Our standard model of the run-off of our remaining book of business indicates that it is more likely than not that years 2012 and 2013, at the least, will produce losses. Absent significant positive changes in the economy and the residential real estate market, it is possible that our existing assets and future premiums may not be sufficient to meet our current and future policyholder obligations.

Furthermore, because we are in run-off and no longer write new mortgage guaranty insurance, our primary source of revenue consists solely of renewal premiums, which we project will decline as our insurance in force declines.

We expect to receive reimbursement from RMIC for operating expenses incurred on behalf of the operating subsidiary under terms of a services agreement. Terms of the Order require the approval of the NCDOI for RMIC to reimburse these expenses. If we are unable to obtain the NCDOI’s approval for RMIC to reimburse certain operating costs of RFIG, then the limited assets of RFIG will dissipate at a much greater pace.

RFIG is a holding company and will be reliant on reimbursement from RMIC to pay for certain operating expenses, including expenses for directors’ fees, legal and accounting fees, and certain insurance premiums. RFIG together with a non-regulated service company had liquid assets of $9.2 million at March 31, 2012. Investment income is not a meaningful source of cash. If RFIG were unable to recoup the majority of its cash expenses from RMIC, RFIG’s assets would dissipate at a much greater pace, which could lead RFIG to institute a proceeding seeking relief from creditors under U.S. bankruptcy laws or otherwise consider liquidation, and possibly eliminate all remaining shareholder value.

Since 2007, the United States housing market has experienced a significant amount of home price depreciation that has had and continues to have a negative impact on our results of operations and financial condition. If home prices do not appreciate or decline further, we may incur a higher level of losses from settled claims and increases to our loss reserves. Additionally, if home prices remain at depressed levels or decline further, additional borrowers that have the ability to pay may choose to default on their loan, which would further negatively impact our results of operations and financial condition.

In years prior to the onset of the current housing-related recession, one of the primary means of loss mitigation included the borrower selling a property prior to foreclosure. RMIC has, on occasion, purchased the property in lieu of paying the coverage percentage specified in the insurance policy. The ongoing decline in home prices has negatively affected both of these mitigation options as the fair value of many of the borrowers’ homes is actually less than the outstanding mortgage. If home values fail to appreciate or decline on a more significant and expanded geographic basis, the frequency of loans going into default and eventually resulting in a paid claim could increase and our ability to mitigate our losses on mortgages may be further reduced, which could have a material adverse effect on our business, financial condition and operating results.

We have a concentration of traditional primary risk in force in the distressed markets and these markets have a large amount of risk in default. Ongoing depressed home prices in these distressed markets could lead to further increases in reserves and paid claims, which could further negatively influence our financial performance.

At March 31, 2012, our traditional primary risk in force for the distressed markets in which we have written business—Florida, Arizona, California and Nevada—represented approximately 15.3% of our gross risk in force.

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These distressed markets have experienced greater home price depreciation since 2007 and higher foreclosure rates when compared to the rest of the country. Moreover, defaults in distressed markets represented 27.6% of our risk in default and 29.7% of our gross loss reserves at March 31, 2012. The default rate at March 31, 2012 in these distressed markets was 25.8% compared to 12.5% for the remainder of our portfolio. If the home values in the distressed markets remain at current depressed levels or drop further, we could experience additional adverse effects on our results of operations and financial condition due to the large concentration of our business in these distressed markets.

A large portion of our traditional primary risk in force consists of loans with high LTVs, which could result in a greater number of defaults and larger claims than loans with lower LTVs, especially during and following periods of declining home prices.

At March 31, 2012, 26.2% of our traditional primary mortgage insurance in force consisted of insurance on mortgage loans with LTVs at origination greater than 95%. During and following periods of rapidly declining home prices such as that which has occurred during the past few years, these loans have a greater propensity to default due to the decline in borrower’s equity. Loans with greater than 95% LTV at origination have historically experienced a significantly greater default rate than loans with lower LTVs. Many of the high LTV loans also contain other risk factors such as geographic location in distressed markets and were originated with reduced documentation requirements. If we experience an increased rate of default and paid claims on high LTV loans, our results of operations could be adversely affected.

Because we generally cannot cancel mortgage guaranty insurance policies or adjust renewal premiums due to changing economic conditions, unanticipated defaults and claims could cause our financial performance to suffer significantly.

We generally cannot cancel the mortgage guaranty insurance coverage that we provide or adjust renewal premium rates during the life of a mortgage guaranty insurance policy, even as economic conditions change. As a result, the impact of unanticipated changes, such as declining home prices and high levels of unemployment, cannot be offset by premium increases on policies in force or cancellation of insurance coverage other than those allowed by the master policies relating to fraud, misrepresentation or program violations at origination. The premiums we charge in many cases have not been adequate to compensate us for the risks and costs associated with the insurance coverage provided to our customers, especially in these distressed financial markets. An increase in the number or size of unanticipated defaults and claims could adversely affect our financial condition and operating results because we could not cancel existing policies or increase renewal premiums.

Our loss experience may increase as our policies continue to age.

Historically, we expected the majority of claims on insured loans in our portfolio to occur during the second through the fifth years after loan origination with only modest losses occurring thereafter. However, given the decline in home prices and high levels of unemployment that have occurred in recent years, we experienced an earlier default and claim pattern in the 2005, 2006 and 2007 policy years combined with an increase in new default activity in older policy years. Our loss experience may continue to increase as our policies age due to the significant decline in home prices and continued high unemployment rates.

If we failed to properly underwrite mortgage loans when we provided contract underwriting services, we may be required to provide monetary and other remedies to the customer.

Under the terms of our contract underwriting agreements, one of our subsidiaries agreed to indemnify the participating lender against losses incurred in the event that we failed to properly underwrite a loan in accordance with the lender’s underwriting guidelines, subject to contractual limitations on liability. The indemnification may be in the form of monetary or other remedies. As a result, we assumed risk in connection with our contract underwriting services. During 2011, we paid out $4.6 million on remedies and we have a reserve established of

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$11.9 million at December 31, 2011, which may not be sufficient to cover our future indemnification obligations. An increase in the number of previous contract underwritten loans for which we must provide an indemnity could adversely affect our financial condition.

Loan servicers have experienced a significant increase in their workload due to the rapid growth in defaults and foreclosures. If the loan servicer fails to act proactively with delinquent borrowers in an effort to avoid foreclosure, then the number of delinquent loans eventually resulting in a paid claim could increase.

The loan servicer maintains the primary contact with the borrowers throughout the life of the loan; however, we can become involved with any potential loss mitigation. It is important to us that the servicer is proactive in dealing with delinquent borrowers rather than simply allowing the loan to go to foreclosure. Historically, when a servicer became involved at an earlier stage of delinquency with workout programs and credit counseling, there was a greater likelihood that the loan would avoid foreclosure and would not result in a claim. It thus becomes extremely important that the servicer be properly staffed and trained to assist borrowers to avoid foreclosure and involve RMIC as part of the loss mitigation effort as early as possible. If loan servicers do not properly staff and train their personnel or enlist our assistance in loss mitigation efforts, then the number of loans going to foreclosure may increase. Increased foreclosures result in a greater number of claims that we are required to pay, which would have an adverse impact on our future operating results.

Risks Relating to the Spin-Off

We may not realize the potential benefits from the spin-off.

We may not realize the potential benefits that we expect from our spin-off from Old Republic. These potential benefits include: 1) allowing our executive management to concentrate on, and give their full attention to our businesses, 2) enhanced ability of each company to incentivize its key employees with equity-based compensation that is aligned with the performance of its own operations and the interests of RFIG’s shareholders, and 3) potentially allow RFIG to raise capital from private capital market sources to refinance the business.

In addition, we will incur costs, including those described below, which may exceed our estimates, and we will incur some negative effects from our separation from Old Republic, including loss of access to the financial, managerial and professional resources from which we have benefited in the past.

We will no longer enjoy the benefits of being included in Old Republic’s consolidated tax return

As a subsidiary of Old Republic, we have been included in Old Republic’s consolidated federal income tax returns, and have been a party to a tax sharing agreement with Old Republic. To the extent our tax losses have been used in Old Republic’s consolidated returns, we have received payment from Old Republic under the tax sharing agreement.

Following the spin-off, we will no longer be included in Old Republic’s consolidated returns, and will no longer be a party to the tax sharing agreement with Old Republic. We expect this will significantly limit our ability to obtain current and deferred tax benefits from our tax losses. This in turn will likely have a material adverse effect on our financial condition.

In 2010 and 2011, we received payments of $6.2 million and $4.4 million, respectively, under the tax sharing agreement with Old Republic. Those payments were attributable to the use of our tax losses in Old Republic’s consolidated tax returns. If we had filed a separate consolidated tax return with our subsidiaries for those years, we likely would not have received any current tax benefit from those tax losses. As of March 31, 2012, we have an outstanding current tax recoverable of $162.1 million due from Old Republic under the tax sharing agreement.

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Our historical consolidated and pro forma financial information are not necessarily indicative of our future financial results, nor do they reflect what our financial results would have been as an independent public company during the periods presented.

The historical consolidated financial information we have included in this information statement does not reflect what our financial condition, results of operations or cash flows would have been as an independent public company during the periods presented and is not necessarily indicative of our future financial condition, future results of operations or future cash flows. This is primarily a result of the following factors:

The pro forma adjustments are based on available information and assumptions that we believe are reasonable; however, our assumptions may prove not to be accurate. Please refer to “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” “Unaudited Pro Forma Combined Financial Statements” and our historical consolidated financial statements and the notes to those statements included in this information statement.

We intend to take the position that the spin-off will be a taxable transaction for U.S. federal income tax purposes and your receipt of our common stock will likely be taxable to you.

We intend to take the position that the spin-off will be a taxable transaction for U.S. federal income tax purposes. Assuming this to be the case, an amount equal to the fair market value on the distribution date of the shares of our common stock received by you (after giving effect to rounding up to the nearest whole number of shares, if applicable) generally will be taxable as a dividend to the extent of your ratable share of Old Republic’s current or accumulated earnings and profits, if any, as determined for U.S. federal income tax purposes, with the excess treated first as a tax-free return of capital that reduces (but not below zero) your adjusted tax basis in your Old Republic common stock and then as capital gain from the sale or exchange of Old Republic common stock. This determination is made on a share-by-share basis.

In general, the public trading value of stock is strong evidence of its fair market value. Our common stock will not be listed on a national securities exchange. We currently anticipate that, following the spin-off, quotations for our common stock will be available on the OTC Bulletin Board and/or the OTC Markets Group, Inc. The value Old Republic reports to you as the amount of the distribution may be higher or lower than the trading price, if any, of our common stock as may be reported on the OTC Bulletin Board and/or the OTC Markets Group, Inc. quotation services on the distribution date. The value Old Republic reports to you will not be binding on the IRS or any other taxing authority and a taxing authority could ascribe a higher value to our shares. For a more detailed discussion of the material U.S. federal income tax consequences of the spin-off, please see “The Spin-Off—Material U.S. Federal Income Tax Consequences of the Spin-Off” below.

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We will be subject to continuing contingent liabilities of Old Republic following the spin-off.

After the spin-off, there will be several significant areas where the liabilities of Old Republic may become our obligations. For example, under the Code and the related rules and regulations, each corporation that was a member of the Old Republic consolidated tax reporting group during any taxable period or portion of any taxable period ending on or before the effective time of the spin-off is jointly and severally liable for the federal income tax liability of the entire Old Republic consolidated tax-reporting group for that taxable period. In connection with the spin-off, we will enter into a Tax Indemnity Agreement with Old Republic that will, among other things, allocate the responsibility for prior period taxes of the Old Republic consolidated tax reporting group between us and Old Republic. However, if Old Republic is unable to pay any prior period taxes for which it is responsible, we could be required to pay the entire amount of such taxes. Other provisions of federal law establish similar liability for other matters, including laws governing tax-qualified pension plans as well as other contingent liabilities.

We will not have complete control over matters relating to our taxation, which could adversely affect our liability for taxes.

We anticipate that we and our subsidiaries will be included in Old Republic’s consolidated group for U.S. federal income tax purposes for periods prior to the spin-off. In addition, we or one or more of our subsidiaries may be included in the combined, consolidated or unitary tax returns of Old Republic or one or more its subsidiaries for U.S. state or local income tax purposes. We expect that we will enter into a Tax Indemnity Agreement with Old Republic under which Old Republic will have effective control over U.S. tax decisions in connection with any consolidated, combined or unitary income tax returns in which we (or any of our subsidiaries) are included. That Agreement will require us to pay our allocable share of the tax due under any such returns. In addition, we expect to enter into a Services Agreement under which Old Republic will provide tax preparation and advisory services to us for a period following the spin-off. These arrangements may result in conflicts of interest between Old Republic and us. For example, under the Tax Indemnity Agreement, Old Republic may be able to choose to contest, compromise or settle an adjustment or deficiency proposed by the relevant taxing authority in a manner beneficial to Old Republic and detrimental to us.

Potential indemnification liabilities to Old Republic pursuant to the Separation and Distribution Agreement could materially and adversely affect our business, financial condition, results of operations and cash flows.

In connection with the spin-off, we will enter into a Separation and Distribution Agreement with Old Republic that provides for, among other things, the principal corporate transactions required to effect the spin-off, certain conditions to the spin-off and provisions governing the relationship between our company and Old Republic with respect to and resulting from the spin-off. Among other things, the Separation and Distribution Agreement will provide for indemnification obligations designed to make us financially responsible for substantially all liabilities that may exist relating to our mortgage guarantee business activities, whether incurred prior to or after the spin-off, as well as those obligations of Old Republic assumed by us pursuant to the Separation and Distribution Agreement. If we are required to indemnify Old Republic under the circumstances set forth in the Separation and Distribution Agreement, we may be subject to substantial liabilities. For a description of the Separation and Distribution Agreement, see “Relationship with Old Republic After the Spin-Off.”

In connection with our separation from Old Republic, the latter will indemnify us for certain liabilities. However, there can be no assurance that the indemnity will be sufficient to insure us against the full amount of such liabilities, or that Old Republic’s ability to satisfy its indemnification obligation will not be impaired in the future.

Pursuant to the Separation and Distribution Agreement, Old Republic will agree to indemnify us for certain liabilities. However, third parties could seek to hold us responsible for any of the liabilities that Old Republic agrees to retain, and there can be no assurance that the indemnity from Old Republic will be sufficient to protect

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us against the full amount of such liabilities, or that Old Republic will be able to fully satisfy its indemnification obligations. Moreover, even if we ultimately succeed in recovering from Old Republic any amounts for which we are held liable, we may be temporarily required to bear these losses ourselves. If Old Republic is unable to satisfy its indemnification obligations, the underlying liabilities could have a material adverse effect on our business, financial condition, results of operations and cash flows.

After the spin-off, Old Republic’s insurers may deny coverage to us for liabilities associated with the occurrences prior to the spin-off. Even if we ultimately succeed in recovering from such insurance providers, we may be required to temporarily bear such loss of coverage.

Old Republic may fail to perform under various transaction agreements that will be executed as part of the separation or we may fail to have necessary systems and services in place when certain of the transaction agreements expire.

In connection with the separation, we and Old Republic will enter into a Separation and Distribution Agreement and will enter into various other agreements, including a Services Agreement, a Tax Indemnity Agreement, an Investment Counsel Services Agreement and certain reinsurance agreements. The Separation and Distribution Agreement, the Tax Indemnity Agreement and the Services Agreement will provide for the allocation of assets and liabilities between the companies following the separation for those respective areas and will include any necessary indemnifications related to liabilities and obligations. The Services Agreement will provide for the performance of certain services by each company for the benefit of the other for a period of time after the separation. We will rely on Old Republic to satisfy its performance obligations under these agreements. If Old Republic is unable to satisfy its obligations under these agreements, including its indemnification obligations, we could incur operational difficulties or losses. If we do not have in place our own systems and services, or if we do not have agreements with other providers of these services once certain transaction agreements expire, we may not be able to operate our business effectively and our profitability may decline.

We may have received better terms from unaffiliated third parties than the terms we will receive in our agreements with Old Republic.

The agreements we will enter into with Old Republic in connection with the spin-off, including the Separation and Distribution Agreement, Tax Indemnity Agreement, an Investment Counsel Services Agreement, a Services Agreement and the reinsurance agreements, were prepared in the context of the spin-off while we were still a wholly owned subsidiary of Old Republic. Accordingly, during the period in which the terms of those agreements were prepared, we did not have an independent board of directors or a management team that was independent of Old Republic. As a result, the terms of those agreements may not reflect terms that would have resulted from arm’s-length negotiations between unaffiliated third parties. Arm’s-length negotiations between Old Republic and an unaffiliated third party in another form of transaction, such as a buyer in a sale of a business transaction, may have resulted in more favorable terms to the unaffiliated third party. See “Relationship with Old Republic After the Spin-Off.”

Following the spin-off, we will have debt obligations that could restrict our business, financial condition, results of operations and cash flows.

Following the spin-off, we will need to finance our company’s capital needs on a stand-alone basis. Prior to and following the spin-off, we will have a total indebtedness for borrowed money of $180 million. RFIG has pledged surplus notes of RMIC and RMICNC totaling $155 million and the stock of our three mortgage insurance companies to Old Republic to secure this indebtedness. We may also incur a limited amount of additional indebtedness in the future. The terms of our existing indebtedness restricts us from incurring additional debt in excess of $5.0 million.

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Several members of our board of directors may have actual or potential conflicts of interest because of their ownership of shares of common stock of Old Republic.

Several members of our board of directors may have actual or potential conflicts of interest because of their ownership of shares of common stock or other relationships with Old Republic. See “Certain Relationships and Related Party Transactions.”

After the separation, certain of our directors may have actual or potential conflicts of interest because of their positions at Old Republic.

After the separation, one of our directors, Mr. Zucaro, will serve as Chairman of our Company and is expected to continue serving as CEO and Chairman of the board of directors of Old Republic. In addition, Mr. LeRoy, Old Republic's general counsel, will serve as the Vice Chairman of our board. The service of Messrs. Zucaro and LeRoy, as a director of RFIG, as well as a director or officer of Old Republic, could create, or appear to create, potential conflicts of interest when our or Old Republic’s management and directors pursue the same corporate opportunities or face decisions that could have different implications for us and Old Republic. For example, potential conflicts of interest could arise in connection with the resolution of any dispute between us and Old Republic regarding the terms of the agreements governing the separation and the relationship thereafter between us and Old Republic. Potential conflicts of interest could also arise if we and Old Republic enter into any commercial arrangements with each other in the future. In addition, conflicts of interest may arise with regard to the allocation of Mr. Zucaro’s and Mr. LeRoy’s and the other directors’ time between us and Old Republic. See “Certain Relationships and Related Party Transactions.” In all these regards, however, as a part of its corporate governance principles, RFIG will require Messrs. Zucaro and LeRoy to recuse themselves from any RFIG board approval of any contract or transaction with Old Republic.

Risks Relating to Ownership of Our Common Stock

Because there has not been any public market for our common stock, the market price and trading volume of our common stock may be volatile and you may not be able to resell your shares at or above the initial market price of our common stock following the spin-off.

Prior to the spin-off, there will have been no trading market for our common stock. We cannot assure you that an active trading market will develop or be sustained for our common stock after the spin-off, nor can we predict the prices at which our common stock will trade after the spin-off. The market price of our common stock could fluctuate significantly due to a number of factors, many of which are beyond our control, including:

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There is not now, and there may not ever be, an active market for RFIG common stock, which limits your ability to sell or trade your shares and which may also adversely affect the price of such shares.

There currently is no market for RFIG common stock. Further, although RFIG common stock may be quoted in the future on a quotation service, trading of RFIG common stock may be extremely sporadic. For example, several days may pass before any shares may be traded. There can be no assurance that a more active market for the common stock will develop.

We cannot assure you that the common stock will become liquid or that it will be listed on a securities exchange or that price quotations will be provided by quotation services.

We cannot assure you that we will be able to meet the initial listing standards of any stock exchange, or that our stock will be quoted on a quotation service. We have no plans to list our common stock on a stock exchange. We expect that our common stock will be eligible to be quoted on the OTC Bulletin Board and/or the OTC Markets Group, Inc. quotations services following the spin-off. In those venues, however, an investor may find it difficult to obtain accurate quotations as to the market value of the common stock. In addition, if we failed to meet the criteria set forth in regulations promulgated by the SEC, various requirements would be imposed by law on broker-dealers who sell our securities to persons other than established customers and accredited investors. Consequently, such regulations may deter broker-dealers from recommending or selling the common stock, which may further affect its liquidity. This would also make it more difficult for us to raise additional capital.

Even if publicly traded in the future, RFIG common stock may be subject to “Penny Stock” restrictions.

If RFIG common stock becomes publicly traded and our stock price remains at less than $5, we will be subject to so-called penny stock rules which could decrease our stock’s market liquidity. The SEC has adopted regulations which define a “penny stock” to include any equity security that has a market price of less than $5 per share or an exercise price of less than $5 per share, subject to certain exceptions. For any transaction involving a penny stock, unless exempt, the rules require the delivery to and execution by the retail customer of a written disclosure statement of suitability relating to the penny stock, which must include disclosure of the commissions payable to both the broker/dealer and the registered representative and current quotations for the securities. Finally, the broker/dealer must send monthly statements disclosing recent price information for the penny stocks held in the account and information on the limited market in penny stocks. Those requirements could adversely affect the market liquidity of such stock. There can be no assurance that if RFIG common stock becomes publicly traded, the price will rise above $5 per share so as to avoid these regulations.

RFIG common stock may trade only in an illiquid trading market, which limits your ability to sell your shares.

When and if it occurs, trading of RFIG common stock will likely be conducted on the OTC Bulletin Board and/or the OTC Markets Group, Inc. quotation services. This will likely have an adverse effect on the liquidity of RFIG common stock, not only in terms of the number of shares that could be bought and sold at a given price, but also through delays in the timing of transactions and reduction in security analyst and media coverage of RFIG common stock. Each of these factors alone could generally have a depressive effect on the price of RFIG common stock.

A large number of our shares are or will be eligible for future sale, which may cause the market price for our common stock to decline.

Upon completion of the spin-off, we will have outstanding an aggregate of approximately 41.2 million shares of our common stock. A large number of those shares will be freely tradable without restriction or registration under the Securities Act of 1933. We are unable to predict whether large amounts of our common stock will be sold in the open market following the spin-off. We are also unable to predict whether a sufficient number of buyers would be in the market at that time. A portion of Old Republic’s outstanding common stock is

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held by index funds tied to the Standard & Poor’s 500 Index, the Dow Jones Industrial Average or other stock indices. Based on a review of publicly available information as of March 31, 2012, we believe that at least 85% of Old Republic’s outstanding common stock is held by institutional investors. It is possible that these or other Old Republic shareholders will sell the shares of our common stock they receive in the spin-off for various reasons. For example, such shareholders may not believe that our business profile or level of market capitalization as an independent company fits their investment objectives. The sale of significant amounts of our common stock or the perception in the market that this will occur may lower the market price of our common stock.

Provisions in our corporate documents could delay or prevent a change in control of our company, even if that change may be considered beneficial by some of our shareholders.

The existence of some provisions of our certificate of incorporation and by-laws, as well as its shareholders’ rights plan described below, could discourage potential proposals to acquire our company, discourage, delay or prevent a change in control of our company that a shareholder may consider favorable, or limit the price that investors may be willing to pay in the future for shares of our common stock. These include provisions:

In connection with the spin-off, we expect to adopt a rights plan under which each outstanding share of our common stock will include a common share purchase right. The rights will be attached to and trade with the shares of common stock and will not be currently exercisable. The rights will become exercisable if a person or group acquires, or announces an intention to acquire, 5% or more of our outstanding common stock. The rights have some anti-takeover effects and generally will cause substantial dilution to a person or group that attempts to acquire control of us without conditioning the offer on either redemption of the rights or amendment of the rights to prevent this dilution, each of which requires our board’s approval. The rights could have the effect of delaying, deferring or preventing a change of control.

In addition, following the spin-off, we will be subject to Section 203 of the Delaware General Corporation Law, which may have an anti-takeover effect with respect to transactions not approved in advance by our board of directors, including discouraging takeover attempts that might result in a premium over the market price for shares of our common stock.

We believe these provisions protect our shareholders from coercive or otherwise unfair takeover tactics by requiring potential acquirors to negotiate with our board of directors and by providing our board of directors with more time to assess any acquisition proposal, and are not intended to make our company immune from takeovers. However, these provisions apply even if the offer may be considered beneficial by some shareholders and could delay or prevent an acquisition that our board of directors determines is not in the best interests of our company and our shareholders. See “Description of Capital Stock.”

We may issue preferred stock with terms that could dilute the voting power or reduce the value of our common stock.

Our certificate of incorporation authorizes us to issue, without the approval of our shareholders, one or more classes or series of preferred stock having such designation, powers, preferences and relative, participating, optional and other special rights, including preferences over our common stock respecting dividends and distributions, as our board of directors generally may determine. The terms of one or more classes or series of

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preferred stock could dilute the voting power or reduce the value of our common stock. For example, we could grant holders of preferred stock the right to elect some number of our directors in all events or on the happening of specified events or the right to veto specified transactions. Similarly, the repurchase or redemption rights or liquidation preferences we could assign to holders of preferred stock could affect the residual value of the common stock. See “Description of Capital Stock—Preferred Stock.”

We have issued warrants to Old Republic to purchase 18,000,000 shares of our common stock at $0.12 per share, the exercise of which would dilute the voting power and possibly reduce the value of our common stock.

In March 2012, we issued to Old Republic warrants to purchase 18,000,000 shares of RFIG common stock at $0.12 per share. If all such warrants were exercised in the future at the rate of one RFIG common share per warrant, the issuance of 18,000,000 shares at an exercise price of $0.12 per share would result in Old Republic’s percentage ownership of our common stock increasing from less than 1% (after giving effect to the distribution) to approximately 31%. Such issuance would be dilutive to the voting power of our outstanding common stock and could reduce the value of our common stock. See “Recent Sales of Unregistered Securities.”

CAUTIONARY STATEMENT CONCERNING FORWARD-LOOKING STATEMENTS

This information statement contains certain forward-looking information about RFIG and Old Republic that is intended to be covered by the safe harbor for “forward-looking statements” provided by the Private Securities Litigation Reform Act of 1995. These statements may be made directly in this information statement or may be incorporated into this information statement by reference to other documents and may include statements for the period after the completion of the spin-off. Forward-looking statements are statements that are not historical facts. Words such as “expect,” “believe,” “will,” “may,” “anticipate,” “plan,” “estimate,” “intend,” “should,” “can,” “likely,” “could” and similar expressions are intended to identify forward-looking statements. These statements include statements about the expected benefits of the spin-off, information about our objectives, plans, and expectations, the likelihood of satisfaction of certain conditions to the completion of the spin-off and whether and when the spin-off will be completed. Forward-looking statements are not guarantees of performance. These statements are based upon the current beliefs and expectations of our management and are subject to a number of risks, uncertainties and assumptions, most of which are difficult to predict and many of which are beyond our control. These include, but are not limited to, quarterly variations in operating results, adverse changes in economic conditions, estimates and assumptions in determining financial results, and the other risks described under “Risk Factors” and “Management's Discussion and Analysis of Financial Condition and Results of Operations” in addition to the following other factors:

THE SPIN-OFF

General

The board of directors of Old Republic regularly reviews the various operations conducted by Old Republic to ensure that resources are deployed and activities are pursued in the best interest of its shareholders. On May [            ], 2012, Old Republic announced that its board of directors had granted initial approval of a plan to take various actions in contemplation of the distribution of our common stock to Old Republic’s shareholders in a spin-off transaction. This authorization is subject to final approval by the Old Republic board of directors, which approval is subject to, among other things, the conditions described below under “—Spin-Off Conditions and Termination.”

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We are currently a majority-owned subsidiary of Old Republic. We will be separated from Old Republic and will become an independent, publicly held company through a pro rata distribution of approximately 78.5% of our outstanding common stock to Old Republic’s shareholders, which we refer to as the distribution or the spin-off, on [            ], 2012, the distribution date. As a result of the spin-off, each holder of Old Republic common stock as of 5:00 p.m. New York time on [            ], 2012, the record date, will be entitled to (i) receive one share of our common stock for each of eight shares of Old Republic common stock owned by such holder and (ii) retain such holder’s shares in Old Republic.

Old Republic shareholders will not be required to pay for shares of our common stock received in the spin-off or to surrender or exchange shares of Old Republic common stock in order to receive our common stock or to take any other action in connection with the spin-off. No vote of Old Republic shareholders is required or sought in connection with the spin-off, and Old Republic shareholders have no appraisal rights in connection with the spin-off.

Reasons for the Spin-Off

Old Republic’s board and management believe that our separation from Old Republic will provide the following benefits:

Enhancing ability to attract, retain and appropriately reward key employees

The capital resources and the management skills required to run a successful mortgage guaranty and credit indemnity business are different from those required to run different insurance businesses. Old Republic’s board of directors and management concluded that separating the two businesses should improve both businesses’ ability to attract managers with the appropriate skill sets. In addition, they concluded that the proposed spin-off will allow each company to provide incentive compensation to key employees in the form of equity-based incentive compensation that is better aligned with the performance of each business. By separating the two companies while in run-off and, possibly, as re-entrants to the businesses, management of each should be in an improved position to attract and retain employees with the correct skill set, to motivate them appropriately, and to retain them for the long term.

Opportunity to achieve a recapitalization of our mortgage guaranty and consumer credit indemnity business

Recessionary conditions in U.S. housing finance which began in 2007 have led to substantial losses in Old Republic’s mortgage insurance and consumer credit indemnity lines. As a result, capital funds identified with these lines at year-end 2006 have been fully depleted. Both of the lines are in a run-off operating mode, and cannot write new business due to the depleted capital accounts. While Old Republic still maintains a long-term strategic interest in these lines, it has stopped capital funding for them since they no longer meet Old Republic’s enterprise risk and capital management disciplines and objectives. In consideration of all these factors, Old Republic’s management and board of directors concluded that the necessary future recapitalization and re-direction of the combined business could best be effected by separating these operations from the Old Republic International Corporation holding company. Combining the two lines, while maintaining their separateness within RFIG, provides the corporate structure to achieve these objectives. In late May of this year, Old Republic announced that RFIG would be established as an independent publicly held company. The spin-off of the RFIG shares to Old Republic’s shareholders will accomplish this objective.

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Results of the Spin-Off

After the spin-off, we will be an independent, publicly traded company. Immediately following the spin-off, we expect that approximately 41.2 million shares of our common stock will be issued and outstanding, based on (i) the distribution of one share of our common stock for each eight shares of Old Republic common stock anticipated to be outstanding on the record date, (ii) 8,500,000 shares issued in a private placement completed in May, 2012, and (iii) approximately 371,000 shares of our common stock retained by Old Republic. In addition, Old Republic owns warrants to purchase an additional 18,000,000 shares of our common stock at a future, indeterminate date at $0.12 per RFIG common share. See “Recent Sales of Unregistered Securities.” The actual number of shares of our common stock to be distributed will be determined based on the number of shares of Old Republic common stock outstanding as of the record date.

We and Old Republic will be parties to a number of agreements that govern the spin-off and our future relationship. For a more detailed description of these agreements, please see “Relationship with Old Republic After the Spin-Off.”

You will not be required to make any payment for the shares of RFIG common stock you receive, nor will you be required to surrender or exchange your shares of Old Republic common stock or take any other action in order to receive the shares of RFIG common stock to which you are entitled. The spin-off will not affect the number of outstanding shares of Old Republic common stock or any rights of Old Republic shareholders, although it could affect the market value of the outstanding Old Republic common stock.

Manner of Effecting the Spin-Off

The general terms and conditions relating to the spin-off are set forth in a Separation and Distribution Agreement that we will enter into with Old Republic. For a description of the terms of that agreement, see “Relationship with Old Republic After the Spin-Off.” Under the Separation and Distribution Agreement, the spin-off will be effective on the distribution date. As a result of the spin-off, each Old Republic shareholder will be entitled to receive one share of our common stock for each of eight shares of Old Republic common stock owned on the record date. As discussed below under “—Trading of Old Republic Common Stock After the Record Date and Prior to the Distribution,” if a holder of record of Old Republic common stock sells those shares in the “regular way” market after the record date and prior to the distribution, that shareholder also will be selling the right to receive shares of our common stock in the distribution. The distribution will be made in book-entry form. For registered Old Republic shareholders, our transfer agent will credit their shares of our common stock to book-entry accounts established to hold their shares of our common stock. Book-entry refers to a method of recording stock ownership in our records in which no physical certificates are issued. For shareholders who own Old Republic common stock through a bank or brokerage firm, their shares of our common stock will be credited to their accounts by the bank or broker. See “—When and How You Will Receive RFIG Shares” below. Each share of our common stock that is distributed will be validly issued, fully paid and nonassessable. As indicated under “Description of Capital Stock”, we expect that purchase rights for one one-hundredth of a share of Series A Junior Participating Preferred Stock will initially be attached to and trade with all shares of common stock pursuant to the terms of RFIG’s Rights Agreement. Holders of shares of our common stock will not be entitled to preemptive rights. See “Description of Capital Stock.” Following the spin-off, shareholders whose shares are held in book-entry form may request the transfer of their shares of our common stock to a brokerage or other account at any time, without charge.

When and How You Will Receive RFIG Shares

On the distribution date, Old Republic will release its shares of our common stock for distribution by Wells Fargo Shareowner Services, the distribution agent. The distribution agent will cause the shares of our common stock to which you are entitled to be registered in your name or in the “street name” of your bank or brokerage firm.

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“Street Name” Holders. Many Old Republic shareholders have Old Republic common stock held in an account with a bank or brokerage firm. If this applies to you, that bank or brokerage firm is the registered holder that holds the shares on your behalf. For shareholders who hold their Old Republic common stock in an account with a bank or brokerage firm, our common stock being distributed will be registered in the “street name” of your bank or broker, who in turn will electronically credit your account with the shares that you are entitled to receive in the distribution. We anticipate that banks and brokers will generally credit their customers’ accounts with our common stock on or shortly after the distribution date. We encourage you to contact your bank or broker if you have any questions regarding the mechanics of having your shares credited to your account.

Registered Holders. If you are the registered holder of Old Republic common stock and hold your Old Republic common stock either in physical form or in book-entry form, the shares of our common stock distributed to you will be registered in your name and you will become the holder of record of that number of shares of our common stock. Our distribution agent will send you a statement reflecting your ownership of our common stock.

Direct Registration System. As part of the spin-off, we will be adopting a direct registration system for book-entry share registration and transfer of our common stock. The shares of our common stock to be distributed in the spin-off will be distributed as uncertificated shares registered in book-entry form through the direct registration system. No certificates representing your shares will be mailed to you in connection with the spin-off. Under the direct registration system, instead of receiving stock certificates, you will receive a statement reflecting your ownership interest in our shares. The distribution agent will begin mailing book-entry account statements reflecting your ownership of shares promptly after the distribution date. You can obtain more information regarding the direct registration system by contacting our transfer agent and registrar.

Treatment of Fractional Shares

No fractional shares will be issued. In the event a holder of Old Republic common stock would otherwise be entitled to a fractional share of RFIG common stock, the number of shares of RFIG common stock such holder will receive in the spin-off will be rounded up to the nearest whole number of shares of RFIG common stock.

Transferability of Shares You Receive

The shares of our common stock distributed to Old Republic shareholders will be freely transferable, except for shares received by persons who may be deemed to be our “affiliates” under the Securities Act of 1933, as amended, or the Securities Act. Persons who may be deemed to be our affiliates after the spin-off generally include individuals or entities that control, are controlled by, or are under common control with us, and include our directors and certain of our officers. Our affiliates will be permitted to sell their shares of RFIG common stock only pursuant to an effective registration statement under the Securities Act or an exemption from the registration requirements of the Securities Act, such as the exemption afforded by Rule 144.

Under Rule 144, an affiliate may not sell within any three-month period shares of our common stock in excess of the greater of:

Sales under Rule 144 are also subject to certain provisions regarding holding periods, the manner of sale, notice requirements and availability of current public information about us.

Stock-Based Plans

Upon the completion of the spin-off, all unvested options of Old Republic held by our employees, including those being transferred to us from Old Republic through the CCI acquistion, will become immediately vested

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and, along with any options currently vested and not exercised, will be exercisable during the period running from the date of the completion of the spin-off until the earlier to occur of the expiration of the option or the fourth anniversary from the date of the completion of the spin-off.

Material U.S. Federal Income Tax Consequences of the Spin-Off

The following is a summary of certain U.S. federal income tax consequences to holders of Old Republic common stock. This summary does not discuss all tax considerations that may be relevant to stockholders in light of their particular circumstances, nor does it address the consequences to stockholders subject to special treatment under the U.S. federal income tax laws, such as tax-exempt entities, non-resident alien individuals, foreign entities, foreign trusts and estates and beneficiaries thereof, stockholders who acquire shares as compensation for services, insurance companies and dealers in securities. In addition, this summary does not address any state, local or foreign tax consequences.

All stockholders should consult their own tax advisors concerning the specific tax consequences of the distribution of our common stock to holders of Old Republic common stock in light of their particular circumstances. This summary is not intended to be, nor should it be construed to be, legal or tax advice to any particular investor.

U.S. Stockholders

We intend to take the position that the spin-off will be a taxable transaction for U.S. federal income tax purposes. Assuming this to be the case, a U.S. stockholder receiving shares of our common stock in the spin-off will be treated as receiving a distribution of property equal to the fair market value on the distribution date of the shares received. That distribution will be taxable as a dividend to the extent of the U.S. stockholder’s ratable share of Old Republic’s current or accumulated earnings and profits, as determined for U.S. federal income tax purposes. Subject to certain limitations, the portion of the distribution treated as a dividend may be taxable to individuals at a reduced rate of 15%. Any amount of the distribution that exceeds a U.S. stockholder’s ratable share of Old Republic’s current and accumulated earnings and profits will be treated as a tax-free return of capital that reduces (but not below zero) the U.S. stockholder’s adjusted tax basis in its Old Republic common stock to the extent of such tax basis, with any remaining amount taxable as capital gain from the sale or exchange of Old Republic common stock. This determination is made on a share-by-share basis. Any capital gain will be long-term capital gain if the U.S. stockholder’s holding period for its shares of Old Republic common stock exceeds one year on the distribution date.

A U.S. stockholder’s tax basis in its shares of our common stock received in the spin-off generally will equal the fair market value of such shares on the distribution date, and a U.S. stockholder’s holding period for such shares will begin the day after the distribution date. As noted above, a U.S. stockholder’s tax basis in its shares of Old Republic common stock generally will be reduced (but not below zero) to the extent the spin-off represents a return of capital to such holder; the U.S. stockholder’s holding period for such Old Republic shares will not be affected by the spin-off.

We have not determined at this point the amount of the distribution or what portion, if any, of the distribution will be treated as a taxable dividend. This will be determined by us after the distribution and will be reported to our stockholders as described below under the caption, “Tax Reporting.”

Backup withholding may apply with respect to the amount of the distribution treated as a dividend paid to a U.S. stockholder, unless the U.S. stockholder provides a correct taxpayer identification number (which, in the case of an individual, is his or her social security number) and certifies whether such U.S. stockholder is subject to backup withholding by properly completing and executing IRS Form W-9 (or successor form) or otherwise establishes a basis for exemption from backup withholding. Certain U.S. stockholders (including, among others, corporations) are not subject to backup withholding. If backup withholding is required, shares of our common stock will be held back and sold on the market to the extent necessary to remit tax to the IRS and to pay brokerage and other costs.

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Non-U.S. Stockholders

For non-U.S. stockholders, the treatment of the spin-off by Old Republic of our common stock as a dividend, a return of capital or a capital gain will be determined in the manner described above under “U.S. Stockholders.”

In the case of a non-U.S. stockholder, the amount of the distribution constituting a dividend for U.S. federal income tax purposes will generally be subject to U.S. federal income tax at a rate of 30%, or a lower rate specified in any applicable income tax treaty. The amount of the distribution not constituting a dividend generally will not be subject to U.S. federal income tax.

The 30% income tax referenced above is generally collected by way of withholding. To the extent such withholding is required with respect to a non-U.S. stockholder, the withholding agent will sell a portion of the RFIG stock that has been allocated to such non-U.S. stockholder to satisfy the withholding tax liability and to pay brokerage and other costs. Non-U.S. stockholders who wish to claim the benefit of an applicable income tax treaty or other reduction in withholding for the spin-off must provide the withholding agent with a properly executed IRS Form W-8BEN, claiming such reduction.

Special rules will apply to a non-U.S. stockholder whose ownership of Old Republic common stock is treated as effectively connected with such non-U.S. stockholder’s trade or business conducted within the United States (or, if certain tax treaties apply, is attributable to a permanent establishment maintained in the United States).

Tax Reporting

The fair market value of the RFIG common stock received by each Old Republic stockholder will be determined by us after the distribution, based on a number of factors that will include, without limitation, the trading price of RFIG common stock at or near the distribution date. After this determination is made (and within the time limit required by the Internal Revenue Code), we will report to such stockholder and to the IRS the amount of the distribution (consisting of the fair market value of the RFIG common stock), together with the portion of the distribution treated as a taxable dividend. There is no assurance that the IRS or the courts will agree that the amount received in the distribution by an Old Republic stockholder is the amount determined by us, and it is possible that the IRS and the courts will ultimately determine that Old Republic stockholders, or some of them, received a larger distribution amount for Federal income tax purposes than the amounts reported to them by us. If the IRS were to challenge the amount of the distribution reportable by any Old Republic stockholder on such stockholder’s Federal income tax return, such stockholder would have to bear the expense and effort of defending against or otherwise resolving such challenge.

Consequences to Old Republic

If the fair market value of the RFIG common stock distributed in the spin-off exceeds Old Republic’s tax basis in such stock at the distribution date, the distribution will be treated as a taxable sale by Old Republic. Old Republic will recognize a gain on the distribution in an amount equal to the excess of the fair market value of the RFIG common stock on the distribution date over its tax basis in such common stock. If, however, Old Republic’s tax basis in the RFIG common stock exceeds the fair market value of such stock on the distribution date, then no gain or loss will be recognized by Old Republic on the distribution. Any such gain recognized may be offset, to the extent available, by capital loss carryovers and net operating loss carryovers.

The amount received in the distribution attributable to the RFIG common stock (i.e., the fair market value of the stock that is distributed) will be determined after the distribution, based on a number of factors that will include, without limitation, the trading price of RFIG common stock at or near the distribution date. Accordingly, the actual tax impact of the distribution on Old Republic cannot be determined until after the distribution.

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THE FOREGOING DISCUSSION DOES NOT PURPORT TO BE A COMPLETE DISCUSSION OF THE POTENTIAL TAX CONSEQUENCES OF THE SPIN-OFF. YOU SHOULD CONSULT YOUR OWN TAX ADVISOR AS TO THE SPECIFIC TAX CONSEQUENCES TO YOU OF THE SPIN-OFF, INCLUDING THE APPLICABILITY AND EFFECT OF U.S. FEDERAL, STATE, LOCAL AND FOREIGN INCOME, ESTATE, GIFT AND OTHER TAX LAWS IN YOUR PARTICULAR CIRCUMSTANCES. NOTHING IN THIS DISCUSSION IS INTENDED TO BE, OR SHOULD BE CONSTRUED AS, TAX ADVICE.

Market for Our Common Stock

There is currently no public market for RFIG common stock. We have not applied to list RFIG common stock on any securities exchange but, subject to completion of the spin-off, we anticipate that RFIG common stock will trade in the over-the-counter market (OTCBB and/or OTC Markets Group, Inc. quotation services) after completion of applications by market makers with FINRA and/or the OTC Markets Group, Inc. Neither we nor Old Republic can give any assurances as to whether a trading market will develop or at what price our common stock may trade if a trading market develops following the spin-off. The trading price of RFIG common stock is likely to fluctuate significantly, particularly until an orderly market develops, if such a market develops. We cannot predict whether such a market will ever develop or the prices at which our shares may trade following the spin-off. See “Risk Factors—Risks Relating to Ownership of Our Common Stock.”

It is possible that trading of our common stock will commence on a when-issued basis shortly before the record date. When-issued trading refers to a sale or purchase made conditionally because the security has been authorized but not yet issued. On the first trading day following the distribution date, when-issued trading with respect to our common stock will end and “regular way” trading will begin. “Regular way” trading refers to trading after a security has been issued and typically involves a transaction that settles on the third full business day following the date of the transaction. We cannot predict what the trading prices for our common stock will be before or after the distribution date. See “Risk Factors—Risks Relating to Ownership of Our Common Stock.”

Trading of Old Republic Common Stock After the Record Date and Prior to the Distribution

Beginning on or shortly before the record date and through the distribution date, there will be two concurrent markets in which to trade Old Republic common stock: a “regular way” market and an ex-distribution market. Shares of Old Republic common stock that trade in the "regular way" market will trade with an entitlement to shares of our common stock distributed in connection with the spin-off. Shares that trade in the ex-distribution market will trade without an entitlement to shares of our common stock distributed in connection with the spin-off. Therefore, if you owned shares of Old Republic common stock at 5:00 p.m., New York time, on the record date and sell those shares in the “regular way” market after the record date and on or prior to the distribution date, you also will be selling your right to receive the shares of our common stock that would have been distributed to you in connection with the spin-off. If you sell those shares of Old Republic common stock in the ex-distribution market after the record date and on or prior to the distribution date, you will still receive the shares of our common stock that were to be distributed to you in connection with the spin-off as a result of your ownership of the shares of Old Republic common stock.

Spin-Off Conditions and Termination

We expect that the spin-off will be effective on [            ], 2012, provided that, among other things:

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We cannot assure you that any or all of these conditions will be met. Old Republic may waive one or more of these conditions in its sole and absolute discretion, and the determination by Old Republic regarding the satisfaction of these conditions will be conclusive. The fulfillment of these conditions will not create any obligation on Old Republic’s part to effect the distribution, and Old Republic has reserved the right to amend, modify or abandon any and all terms of the distribution and the related transactions at any time prior to the distribution date.

Reason for Furnishing this Information Statement

This information statement is being furnished solely to provide information to Old Republic shareholders who will receive shares of RFIG common stock in the spin-off. It is not to be construed as an inducement or encouragement to buy or sell any of our securities. We believe that the information contained in this information statement is accurate as of the date set forth on the cover. Changes may occur after that date and neither Old Republic nor we undertake any obligation to update the information, except to the extent applicable securities laws require us to do so.

CAPITALIZATION

The following table presents our historical capitalization at March 31, 2012 on an actual basis and on a pro forma basis to give effect to (i) the issuance of 8,500,000 shares of common stock in a private placement completed in mid-May, 2012, and (ii) the spin-off and the related transactions as if the spin-off and the related transactions had occurred as of that date.

We are providing the capitalization table below for informational purposes only. You should not construe it as indicative of our capitalization or financial condition had the spin-off and the related transactions and events been completed on the date assumed. The capitalization table below also may not reflect the capitalization or financial condition that would have resulted had we been operated as an independent, public company at that date or our future capitalization or financial condition.

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You should read the table below in conjunction with “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and our “Consolidated Financial Statements” and related notes included elsewhere in this information statement.

DIVIDEND POLICY

We do not expect to pay any cash dividends on our common stock for the foreseeable future. We currently intend to retain any future earnings to finance our operations. Any future determination to pay cash dividends on our common stock will be at the discretion of our board of directors and will be dependent on our earnings, financial condition, operating results, capital requirements, any contractual, regulatory or other restrictions on the payment of dividends by our subsidiaries to RFIG, and other factors that our board of directors deems relevant.

RFIG is a holding company and has no direct operations. Our ability to pay dividends in the future will depend on the ability of our operating subsidiaries to pay dividends to us. Our insurance company subsidiaries are regulated insurance companies and therefore are subject to significant regulatory restrictions limiting their ability to declare and pay dividends. RMIC and RMICNC are domiciled in North Carolina, RMICFL is domiciled in Florida, and RCIC is domiciled in Illinois. The insurance laws of these states generally limit the payments of dividends by an insurance company unless it has sufficient capital and surplus. Under the Order, RMIC is currently prohibited from transferring any of its property, which would include paying dividends to RFIG. Given RMIC’s current financial condition and operating outlook, we do not expect RMIC will ever pay dividends to RFIG.

For additional information regarding restrictions on the payment of dividends by us and our insurance company subsidiaries, see “Business—Regulation.”

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SELECTED HISTORICAL FINANCIAL DATA

The following tables present a summary of selected historical financial data for the periods indicated for Republic Financial Indemnity Group, Inc. and the Consumer Credit Indemnity Division.

Republic Financial Indemnity Group, Inc. —The selected historical statements of income and the selected balance sheet data as of and for the years ended December 31, 2009, 2008, and 2007 are derived from our unaudited consolidated financial statements, which are not included in this information statement. The selected historical statements of income and selected balance sheet data as of and for each of the years ended December 31, 2011 and 2010 are derived from our audited consolidated financial statements, which are included elsewhere in this information statement.

The selected historical financial data for the quarterly periods ended March 31, 2012 and 2011 are derived from our unaudited interim consolidated financial statements, which are included elsewhere in this information statement. We have prepared our unaudited consolidated financial statements on the same basis as our audited consolidated financial statements and have included all adjustments, consisting of normal and recurring adjustments, that we consider necessary for a fair presentation of our financial position and operating results for the audited periods. The selected historical financial data for the first quarters of 2012 and 2011 are not necessarily indicative of the results that may be obtained for a full year.

Consumer Credit Indemnity (“CCI”) Division—The CCI line has been a division of Old Republic Insurance Company (“ORINSCO”) since it was established in 1955. The selected historical statements of income for all periods indicated are derived from our unaudited internal divisional financial statements, which are not included in this information statement. As a division, the CCI business has not had a legally dedicated capital structure. Moreover, underwriting operations during all periods presented have generally been cash flow negative as paid claims have far exceeded premium income. Accordingly, little investment income has been attributed to the CCI line’s income statement. All other adjustments, consisting of normal and recurring adjustments, that we consider necessary for fair presentation of our operating results have been recorded in the preparation of the divisional financial statements.

The financial statements included in this information statement may not necessarily reflect our financial position, results of operations, and cash flows as if we had operated as a stand-alone public company during all periods presented. Accordingly, our historical results should not be relied upon as an indicator of our future performance.

The following selected historical financial data should be read in conjunction with “Capitalization”, “Management’s Discussion and Analysis of Financial Condition and Results of Operations”, and our “Consolidated Financial Statements” and related notes included elsewhere in this information statement.

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Republic Financial Indemnity Group, Inc.

Selected Historical Financial Data

($ in Millions, Except Share Data)

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Notes

Concurrent with the issuance of the new note, a total of 18,000,000 warrants were issued with the right to purchase one RFIG common share for $0.12 per share per warrant. The warrants may be exercised in whole or in part at any time after March 31, 2015 except that earlier exercise could occur in the event of certain exigent circumstances such as the acquisition of more than 15% of any RFIG voting securities by any one investor or group of investors acting in concert. A portion of the note principal amount was allocated to the warrants and accounted for as additional paid-in capital equal to their relative fair value of $2.1 million.

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Consumer Credit Indemnity (CCI) Division

Selected Historical Financial Data

($ in Millions)

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UNAUDITED PRO FORMA COMBINED FINANCIAL STATEMENTS

The following unaudited pro forma combined financial statements (together with the related notes) should be read in conjunction with the sections entitled “Business”, “Selected Historical Financial Data” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and our historical annual and interim RFIG Consolidated Financial Statements and accompanying notes included elsewhere within this information statement.

The unaudited pro forma combined statements of income give effect to the spin-off as if it had occurred on January 1, 2011. The unaudited pro forma combined condensed balance sheet gives effect to the spin-off as it had occurred on March 31, 2012. In management’s opinion, the unaudited pro forma combined financial statements reflect adjustments that are both necessary to present fairly the unaudited pro forma combined statements of income and the unaudited pro forma combined condensed balance sheet of our business and for the periods indicated and are reasonable given the information currently available.

The unaudited pro forma combined financial statements are for illustrative and informational purposes only and are not intended to represent what our results from operations or financial position would have been had the transactions contemplated below occurred on the dates indicated. The unaudited pro forma combined financial statements should not be considered indicative of our future results of operations or financial position as an independent, public company.

The following unaudited pro forma combined financial statements give pro forma effect to the following:

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Republic Financial Indemnity Group, Inc.

Unaudited Pro Forma Combined Statements of Income

($ in Millions, Except Share Data)