RLI CORP — Director's Dealing 2008

Feb 11, 2008

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: RLI CORP (RLI)
CIK: 0000084246
Period of Report: 2008-02-11

Reporting Person: Kliethermes Craig W (VP, Actuarial RLI Insurance Co)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2008-02-11	Common Stock	P	288	$52.1792	Acquired	2241.679	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	511.3454	Indirect
Common Stock	613.1731	Indirect

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Stock Option	$50.15	2016-05-04	Common Stock (5000)	5000	Direct
Stock Option	$56.09	2017-05-03	Common Stock (9000)	9000	Direct

Footnotes

F2: Ownership reflects shares allocated to ESOP participant's account and dividend reinvestment.

F1: 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.