RLI CORP — Director's Dealing 2011

Jan 27, 2011

SEC Form 4 — Statement of Changes in Beneficial Ownership

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

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

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2011-01-27	Common Stock	J	196.3762	$54.27	Acquired	4007.6588	Indirect

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	3215.065	Direct
Common Stock	2242.0353	Indirect

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Stock Option	$43.15	2016-05-04	Common Stock (5000)	5000	Direct
Stock Option	$49.09	2017-05-03	Common Stock (9000)	9000	Direct
Stock Option	$43.00	2018-05-01	Common Stock (11000)	11000	Direct
Stock Option	$39.90	2017-05-07	Common Stock (14000)	14000	Direct
Stock Option	$49.34	2018-05-06	Common Stock (13000)	13000	Direct

Footnotes

F1: Ownership reflects dividend reinvestment.

F2: The securities herein were allocated to my account pursuant to the RLI Corp. Executive Deferred Compensation Agreement.

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

F4: 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.

F5: Stock Option grant price adjusted to reflect $7 RLI extraordinary dividend paid 12/29/10.