RLI CORP — Director's Dealing 2008

Nov 26, 2008

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: RLI CORP (RLI)
CIK: 0000084246
Period of Report: 2008-05-15

Reporting Person: DONDANVILLE JOSEPH E (Senior Vice President/CFO)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2008-11-07	Common Stock	J	259	—	Disposed	24461.3851	Indirect
2008-11-07	Common Stock	J	259	—	Acquired	59392.015	Direct
2008-05-15	Common Stock	J	12276	—	Disposed	47116.015	Direct
2008-05-15	Common Stock	J	12276	—	Acquired	12276	Indirect

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	8681.458	Indirect
Common Stock	200	Indirect

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Stock Option	$29.335	2012-05-02	Common Stock (32000)	32000	Direct
Stock Option	$29.55	2013-05-01	Common Stock (28000)	28000	Direct
Stock Option	$35.08	2014-05-06	Common Stock (28000)	28000	Direct
Stock Option	$44.54	2015-05-05	Common Stock (21000)	21000	Direct
Stock Option	$50.15	2016-05-04	Common Stock (17500)	17500	Direct
Stock Option	$56.09	2017-05-03	Common Stock (18000)	18000	Direct
Stock Option	$50.00	2018-05-01	Common Stock (5000)	5000	Direct
Stock Option	$54.36	2018-08-01	Common Stock (5000)	5000	Direct
Stock Option	$56.73	2018-11-03	Common Stock (5000)	5000	Direct

Footnotes

F1: Distribution of shares under diversification provisions of Employee Stock Ownership Plan & Trust (ESOP).

F2: Ownership reflects dividend reinvestment.

F3: Pursuant to option schedule wherein 20% of the aggregate number of shares granted may be exercised commencing one year from grant date and each year thereafter in 20% increments.

F4: Transfer of shares, without consideration, to a trust for the benefit of Mr. Dondanville's wife, the beneficial ownership of which Mr. Dondanville disclaims