RLI CORP — Director's Dealing 2011

Jan 28, 2011

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: RLI CORP (RLI)
CIK: 0000084246
Period of Report: 2011-01-27

Reporting Person: MCPHEETERS F LYNN (Director)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2011-01-27	Common Stock	M	1282	$15.70	Acquired	13605.608	Direct
2011-01-27	Common Stock	F	371	$54.38	Disposed	13234.608	Direct
2011-01-28	Common Stock	A	436	$54.38	Acquired	13670.608	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2011-01-27	Stock Option	$15.70	M	1282	Disposed	2011-02-01	Common Stock (1282)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	14474.6233	Indirect

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Stock Option	$33.39	2014-02-02	Common Stock (3600)	3600	Direct
Stock Option	$20.51	2013-02-03	Common Stock (1800)	1800	Direct
Stock Option	$15.75	2012-02-01	Common Stock (1800)	1800	Direct

Footnotes

F1: Stock Option grant price adjusted to reflect $7 RLI extraordinary dividend paid 12/29/10.

F2: Ownership reflects dividend reinvestment.