March 14, 2008
Jeffrey Riedler
Sonia Barros
United States Securities and Exchange Commission
Division of Corporation Finance
100 F Street, NE
Washington, D.C. 20549-6010
Re: RLI Corp.
Preliminary Proxy Statement on Schedule 14A
Filed February 29, 2008
File No. 001-09463
Dear Mr. Riedler and Ms. Barros:
This letter will confirm the understanding reached during our telephone conference on Thursday, March 13, 2008. We will separate out the actions that were previously grouped together in Proposal Three, except for those actions with respect to indemnification provisions and limitation of Director personal liability, which will continue to be combined. We will be filing the Definitive Proxy Statement early next week. Please contact the undersigned with any questions or to discuss.
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| Very truly yours, |
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| /s/ Daniel O. Kennedy |
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| Daniel O. Kennedy, |
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| General Counsel |
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cc: Jonathan E. Michael (RLI)
Ram Padmanabhan (Katten Muchen Rosenman LLP)