RLI CORP — Director's Dealing 2011

May 27, 2011

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: RLI CORP (RLI)
CIK: 0000084246
Period of Report: 2011-05-25

Reporting Person: Robison John E (Treasurer)

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2011-05-25	Stock Option	$39.90	M	3400	Disposed	2017-05-07	Common Stock (3400)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	3508.5317	Direct
Common Stock	3081.0638	Indirect

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Stock Option	$49.09	2017-05-03	Common Stock (1000)	1000	Direct
Stock Option	$43.00	2018-05-01	Common Stock (2400)	2400	Direct
Stock Option	$49.34	2018-05-06	Common Stock (6000)	6000	Direct
Stock Option	$58.73	2019-05-05	Common Stock (0)	0	Direct

Footnotes

F1: 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.

F2: Stock Option grant price adjusted to reflect $7 RLI extraordinary dividend paid 12/29/10.

F3: Ownership reflects shares allocated to ESOP participant's account and dividend reinvestment.

F4: Option grant rescinded due to Mr. Robison's departure from the Company.