RLI CORP — Director's Dealing 2009

Feb 2, 2009

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: RLI CORP (RLI)
CIK: 0000084246
Period of Report: 2009-01-30

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

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2009-01-30	Common Stock	J	21.2014	$57.06	Acquired	2017.3995	Indirect

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	2503.149	Direct
Common Stock	1043.0579	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
Stock Option	$50.00	2018-05-01	Common Stock (11000)	11000	Direct

Footnotes

F1: Ownership reflects dividend reinvestment.

F2: Ownership reflects shares allocated to ESOP participant's account and 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: The securities herein were allocated to my account pursuant to the RLI Corp. Executive Deferred Compensation Agreement.