RLI CORP — Director's Dealing 2014

Mar 7, 2014

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: RLI CORP (RLI)
CIK: 0000084246
Period of Report: 2014-03-07

Reporting Person: Brown Thomas Lynn (VP, CFO/Treasurer)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2014-03-07	Common Stock	J	1852.8044	$44.93	Acquired	4116.2597	Indirect

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	8417.114	Direct
Common Stock	489.6281	Indirect

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Stock Option	$24.25	2019-10-03	Common Stock (14000)	14000	Direct
Stock Option	$30.35	2020-05-03	Common Stock (36000)	36000	Direct
Stock Option	$34.42	2021-05-02	Common Stock (40000)	40000	Direct

Footnotes

F1: The securities herein were allocated to my account pursuant to the RLI Corp. Executive Deferred Compensation Agreement.

F2: Ownership reflects dividend reinvestment

F3: Balance reflects 2012 contribution.

F4: Stock option grant price adjusted to reflect $3.00 extraordinary dividend declared 11/14/13.

F5: Stock option grant price adjusted to reflect $5 extraordinary dividend declared 11/14/12.

F6: Stock Option grant price adjusted to reflect $5 RLI extraordinary dividend declared 11/17/11.

F7: Stock option grant price and number of stock options adjusted to reflect 2-for-1 stock split on 01/15/14.

F8: 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.