SCHEDULE 14A INFORMATION

Proxy Statement Pursuant to Section 14(a) of
the Securities Exchange Act of 1934 (Amendment No. )

Filed by the Registrant /X/
Filed by a party other than the Registrant / /

Check the appropriate box:
/ / Preliminary Proxy Statement
/ / Confidential, for Use of the Commission Only (as permitted by Rule
14a-6(e)(2))
/X/ Definitive Proxy Statement
/ / Definitive Additional Materials
/ / Soliciting Material Pursuant to Section 240.14a-11(c) or Section
240.14a-12

RLI CORPORATION
- --------------------------------------------------------------------------------
(Name of Registrant as Specified In Its Charter)

- --------------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check the appropriate box):

/X/ No fee required

/ / Fee computed on table below per Exchange Act Rules 14a-6(i)(1)
and 0-11

(1) Title of each class of securities to which transaction applies:

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pursuant to Exchange Act Rule 0-11 (set forth the amount on which the
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/ / Fee paid previously with preliminary materials.

/ / Check box if any part of the fee is offset as provided by Exchange Act Rule
0-11(a)(2) and identify the filing for which the offsetting fee was paid
previously. Identify the previous filing by registration statement number,
or the Form or Schedule and the date of its filing.

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(LOGO)

RLI CORP.
9025 NORTH LINDBERGH DRIVE
PEORIA, ILLINOIS, 61615

March 26, 1997

Dear Shareholder:

Please consider this letter your personal invitation to attend the 1997 RLI
Corp. Annual Shareholders Meeting. It will be held at 9025 North Lindbergh
Drive, Peoria, Illinois, 61615, the Company's principal office, on May 1, 1997
at 2:00 P.M. CST.

Business scheduled to be considered at the meeting includes the election of
Class I directors, approval of KPMG Peat Marwick as independent public
accountants for 1997, and the following proposals: authorize a new class of
preferred stock, require the affirmative vote of the holders of a plurality of
the outstanding shares to vote on future amendments to the Articles, approve the
Market Value Potential Performance Incentive Plan, and approve the Directors'
Stock Option Plan. Additional information concerning these matters is included
in the Notice of Meeting and Proxy Statement.

In addition, we will review significant events in 1996 and their impact on you
and your Company. Directors, officers and representatives of KPMG Peat Marwick
will be available before and after the meeting to talk with you and answer any
questions you may have.

We were pleased with the response of our shareholders at the 1996 Annual Meeting
at which 91.8% of the Common Stock was represented in person or by proxy. We
hope that participation by our shareholders in the affairs of the Company will
continue to increase and that there will be an even greater representation at
the 1997 meeting.

Even if you do not plan to attend, it is important that you date, sign and
return the enclosed proxy card in the envelope provided for your convenience.
Your vote is vital no matter how many shares you own. If you do attend the
Annual Meeting and desire to vote in person, you may do so, even though you have
previously sent in a proxy.

Thank you for your interest in your Company as well as your confidence and
support in our future.

Sincerely,

/s/ Gerald D. Stephens
Gerald D. Stephens, CPCU
President

(LOGO)
RLI CORP.
9025 North Lindbergh Drive
Peoria Illinois 61615

NOTICE OF ANNUAL MEETING OF SHAREHOLDERS

MAY 1, 1997

To the Shareholders of RLI Corp.:

NOTICE IS HEREBY GIVEN that the Annual Meeting of the Shareholders of RLI
Corp. ("Company") will be held at 9025 North Lindbergh Drive, Peoria, Illinois,
61615, on Thursday, May 1, 1997, at 2:00 P.M., Central Daylight Time, to:

1. Elect four (4) directors for a three-year term expiring in 2000
or until their successors are elected and qualified;

2. Consider and act upon a proposal to amend the Company's Articles of
Incorporation to authorize a new class of Preferred Stock;

3. Consider and act upon a proposal to amend the Company's Articles of
Incorporation ("Articles") to require the affirmative vote of the
holders of at least a majority of the outstanding shares entitled to
vote on subsequent amendments to the Articles;

4. Consider and act upon a proposal to approve the Market Value Potential
Performance Incentive Plan;

5. Consider and act upon a proposal to approve the Stock Option Plan for
Outside Directors;

6. Consider and act upon a proposal to appoint KPMG Peat Marwick LLP
as independent public accountants of the Company for the current
year; and

7. Transact such other business as may properly be brought before
the meeting.

Only holders of Common Stock of the Company, of record at the close of
business on March 3, 1997, are entitled to notice of and to vote at the Annual
Meeting.

By Order of the Board of Directors

Camille J. Hensey
Corporate Secretary
Peoria, Illinois
March 26, 1997

IT IS IMPORTANT, REGARDLESS OF THE NUMBER OF SHARES YOU HOLD, THAT YOU
PERSONALLY BE PRESENT OR BE REPRESENTED BY PROXY AT THE ANNUAL MEETING.
ACCORDINGLY, WHETHER OR NOT YOU PLAN TO ATTEND THE ANNUAL MEETING, IT IS
REQUESTED YOU PROMPTLY SIGN AND DATE THE ENCLOSED PROXY AND RETURN IT IN THE
ENVELOPE PROVIDED THAT REQUIRES NO POSTAGE IF MAILED IN THE UNITED STATES. IF
YOU ATTEND THE ANNUAL MEETING, YOUR PROXY MAY BE WITHDRAWN UPON REQUEST.

TABLE OF CONTENTS

GENERAL INFORMATION
Proxy Solicitation. . . . . . . . . . . . . . . . . . . . . . . . 3
Voting. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3
Mailing . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3
Shareholder Proposals . . . . . . . . . . . . . . . . . . . . . . 3
Shareholders Entitled to Vote . . . . . . . . . . . . . . . . . . 3
SHARE OWNERSHIP OF CERTAIN BENEFICIAL OWNERS . . . . . . . . . . . . . 4
Principal Shareholders. . . . . . . . . . . . . . . . . . . . . . 4
Directors and Officers. . . . . . . . . . . . . . . . . . . . . . 5
PROPOSAL ONE: ELECTION OF DIRECTORS . . . . . . . . . . . . . . . . . 6
Nominees. . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6
Voting of Proxies . . . . . . . . . . . . . . . . . . . . . . . . 6
Substitute Nominees . . . . . . . . . . . . . . . . . . . . . . . 6
Director and Nominee Information. . . . . . . . . . . . . . . . . 6
BOARD COMMITTEES . . . . . . . . . . . . . . . . . . . . . . . . . . . 8
Audit Committee . . . . . . . . . . . . . . . . . . . . . . . . . 8
Executive Resources Committee . . . . . . . . . . . . . . . . . . 8
Compensation Committee Interlocks and Insider Participation . . . 9
Nominating Committee. . . . . . . . . . . . . . . . . . . . . . . 9
BOARD MEETINGS AND COMPENSATION. . . . . . . . . . . . . . . . . . . . 9
Meetings. . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9
Director Compensation . . . . . . . . . . . . . . . . . . . . . . 9
Director Deferred Compensation. . . . . . . . . . . . . . . . . . 9
EXECUTIVE RESOURCES COMMITTEE REPORT . . . . . . . . . . . . . . . . . 9
General . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9
Compensation Policies for Other Executive Officers. . . . . . . . 9
Members of the Executive Resources Committee. . . . . . . . . . . 10
EXECUTIVE MANAGEMENT COMPENSATION. . . . . . . . . . . . . . . . . . . 10
Executive Officers. . . . . . . . . . . . . . . . . . . . . . . . 10
Summary Compensation Table. . . . . . . . . . . . . . . . . . . . 11
Option Grants in Last Fiscal Year . . . . . . . . . . . . . . . . 12
Aggregated Option Exercises in Last Fiscal Year and
Fiscal Year End Option Values . . . . . . . . . . . . . . . . . 12
Long Term Incentive Plan. . . . . . . . . . . . . . . . . . . . . 13
Pension Plan. . . . . . . . . . . . . . . . . . . . . . . . . . . 13
COMMON STOCK PERFORMANCE CHART . . . . . . . . . . . . . . . . . . . . 14

PROPOSAL TWO: TO AMEND THE COMPANY'S ARTICLES OF
INCORPORATION TO AUTHORIZE A NEW CLASS OF PREFERRED STOCK. . . . . . . 14
Amendment . . . . . . . . . . . . . . . . . . . . . . . . . . . . 14
Shareholder Vote. . . . . . . . . . . . . . . . . . . . . . . . . 15
PROPOSAL THREE: TO AMEND THE COMPANY'S ARTICLES OF
INCORPORATION TO REQUIRE THE AFFIRMATIVE VOTE OF THE
HOLDERS OF AT LEAST A MAJORITY OF THE OUTSTANDING SHARES
ENTITLED TO VOTE ON SUBSEQUENT AMENDMENTS TO THE ARTICLES. . . . . . . 16
Amendment . . . . . . . . . . . . . . . . . . . . . . . . . . . . 16
Shareholder Vote. . . . . . . . . . . . . . . . . . . . . . . . . 16
PROPOSAL FOUR: TO APPROVE THE MARKET VALUE
POTENTIAL PERFORMANCE INCENTIVE PLAN . . . . . . . . . . . . . . . . . 16
Administration. . . . . . . . . . . . . . . . . . . . . . . . . . 16
Participants. . . . . . . . . . . . . . . . . . . . . . . . . . . 16
Purposes. . . . . . . . . . . . . . . . . . . . . . . . . . . . . 16
Description . . . . . . . . . . . . . . . . . . . . . . . . . . . 17
New Plan Benefits . . . . . . . . . . . . . . . . . . . . . . . . 17
Shareholder Vote. . . . . . . . . . . . . . . . . . . . . . . . . 17
PROPOSAL FIVE: TO APPROVE THE STOCK OPTION PLAN
FOR OUTSIDE DIRECTORS. . . . . . . . . . . . . . . . . . . . . . . . . 18
Summary of Plan . . . . . . . . . . . . . . . . . . . . . . . . . 18
Federal Income Tax Consequences . . . . . . . . . . . . . . . . . 18
Shareholder Vote. . . . . . . . . . . . . . . . . . . . . . . .. 18
PROPOSAL SIX: RATIFICATION OF SELECTION OF INDEPENDENT
PUBLIC ACCOUNTANTS . . . . . . . . . . . . . . . . . . . . . . . . . . 19
OTHER BUSINESS . . . . . . . . . . . . . . . . . . . . . . . . . . . . 19
EXHIBIT A: MARKET VALUE POTENTIAL PERFORMANCE
INCENTIVE PLAN . . . . . . . . . . . . . . . . . . . . . . . . . . . . A-1
EXHIBIT B: RLI CORP./NAME OF DIRECTOR DIRECTOR'S
STOCK OPTION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . B-1

RLI CORP.
9025 NORTH LINDBERGH DRIVE
PEORIA, ILLINOIS 61615

PROXY STATEMENT

ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD
MAY 1, 1997

GENERAL INFORMATION

This Proxy Statement is furnished to the shareholders of RLI Corp.
("Company") in connection with the solicitation by the Board of Directors of the
Company, of proxies to be used at the Annual Meeting of Shareholders to be held
at 2:00 P.M., Central Daylight Time, on Thursday, May 1, 1997, at 9025 North
Lindbergh Drive, Peoria, Illinois, 61615, and at any adjournments of the
Meeting.

PROXY SOLICITATION. The Company will bear the cost of solicitation of
proxies. In addition to the use of the mail, proxies may be solicited
personally or by telephone or telefax, by officers or regular employees of the
Company. No additional compensation will be paid to such persons for their
services. The Company will reimburse banks, brokerage firms, investment
advisors and other custodians, nominees, fiduciaries and service bureaus for
their reasonable out-of-pocket expenses for forwarding soliciting material to
the beneficial owners of the stock and obtaining their proxies or voting
instructions.

VOTING. Each proxy will be voted in accordance with the shareholder's
specifications thereon. If there are no such specifications, it will be voted
in favor of the election of directors, and in accordance with the Board of
Directors' recommendations on other proposals. All proxies delivered pursuant
to this solicitation are revocable at any time at the option of the shareholder
either by giving written notice to the Corporate Secretary at 9025 North
Lindbergh Drive, Peoria, Illinois, 61615, or by delivering a proxy bearing a
later date, or by voting in person at the Annual Meeting. All shares
represented by valid, unrevoked proxies will be voted at the Annual Meeting.

MAILING. This Proxy Statement and enclosed Proxy are first being mailed to
shareholders entitled to notice of and to vote at the Annual Meeting on or about
March 26, 1997.

SHAREHOLDER PROPOSALS. To be included in the Board of Directors' proxy
statement for the 1998 Annual Meeting of the Shareholders, a shareholder
proposal must be received by the Company on or before November 26, 1997.
Proposals should be directed to the attention of the Corporate Secretary at 9025
North Lindbergh Drive, Peoria, Illinois, 61615.

SHAREHOLDERS ENTITLED TO VOTE. At the close of business on March 3, 1997,
the record date for the determination of shareholders entitled to vote at the
Annual Meeting, the Company had 7,625,181 shares of Common Stock outstanding and
entitled to vote. Common share ownership entitles the holder to one vote per
share upon each matter to be voted at the Annual Meeting.

SHARE OWNERSHIP OF CERTAIN BENEFICIAL OWNERS

PRINCIPAL SHAREHOLDERS. The only persons known to the Company who
beneficially own more than five percent of the Company's Common Stock as of
December 31, 1996, are as follows:

NAME AND ADDRESS AMOUNT AND NATURE OF PERCENT
OF BENEFICIAL OWNER BENEFICIAL OWNERSHIP OF CLASS
- ---------------------- ------------------- --------

Franklin Resources, Inc. (1) 708,060 9.0%
777 Mariners Island Boulevard
P.O. Box 7777
San Mateo, California 94403-7777

Sanford C. Bernstein & Co., Inc. (2) 432,219 5.5%
One State Street Plaza
New York, New York 10004

Oak Value Capital Management, Inc. (3) 516,775 6.6%
3100 Tower Boulevard
Suite 800
Durham, North Carolina 27007

RLI Corp. (4) 1,258,335 16.1%
Employee Stock Ownership Plan &
Trust ("ESOP")
c/o Bank One
124 Southwest Adams Street
Peoria, Illinois 61649

Gerald D. Stephens (5) 645,146 8.2%
493 East High Point Drive
Peoria, Illinois 61614

(1) The information shown is based solely on a Schedule 13G dated February 12,
1997, filed by Franklin Resources, Inc. ("Franklin"), Charles B. Johnson,
Rupert H. Johnson, Jr., and Franklin Advisory Services, Inc., which filing
indicates that one or more open or closed-end investment companies or other
managed accounts which are advised by direct and indirect investment
advisory subsidiaries of Franklin have sole voting power and sole
dispositive power with respect to 708,060 shares. Messrs. Johnson are the
principal shareholders of Franklin.

(2) The information shown is based solely on a Schedule 13G dated February 7,
1997, filed by Sanford C. Bernstein & Co., Inc., which filing indicates
that Sanford C. Bernstein & Co., Inc. has sole voting power with respect to
354,500 shares, shared voting power with respect to 11,275 shares, no
voting power with respect to 66,444 shares and sole dispositive power with
respect to 432,219 shares.

(3) The information shown is based solely on a Schedule 13G dated February 5,
1997, filed by Oak Value Capital Management, Inc., ("Oak Value"), which
filing indicates that Oak Value has sole voting power with respect to
421,900 shares and sole dispositive power with respect to 516,775 shares.

(4) Each Employee Stock Ownership Plan ("ESOP") participant or beneficiary may
direct the ESOP trustee as to the manner in which the shares allocated to
each under the ESOP are to be voted. The ESOP Administrative Committee
("Committee"), comprised of outside members of the Board of Directors, may
direct the ESOP trustee as to the manner in which unallocated shares are to
be voted. The Committee has sole investment power as to all allocated and
unallocated shares, except as to those shares which are the subject of a
participant's diversification election. During 1996, none of the executive
officers were eligible to elect to diversify any shares owned by the ESOP.

(5) Includes 201,927 shares allocated to Mr. Stephens under the ESOP; 24,790
shares allocated under the RLI Corp. Key Employee Excess Benefit Plan
("Stephens Key Plan") over which Mr. Stephens has no voting or investment
power; 28,143 shares owned by Mr. Stephens' spouse; 7,662 shares held in
custodian accounts for the benefit of Mr. Stephens' grandchildren, over
which he has the sole voting and investment power; and 1,322 shares in the
H. O. Stephens Trust for the benefit of Mr. Stephens' mother, over which
Mr. Stephens, as trustee, has the sole voting and investment power.

DIRECTORS AND OFFICERS. The following information is furnished as to the
beneficial ownership of the shares of the Company's Common Stock by each current
director, nominees for director, named executive officers, and directors and
executive officers of the Company as a group as of December 31, 1996:

NAME OF INDIVIDUAL OR AMOUNT AND NATURE OF PERCENT
NUMBER OF PERSONS IN GROUP BENEFICIAL OWNERSHIP (1) OF CLASS
-------------------------- ------------------------ ----------

Bernard J. Daenzer (2) 99,849 1.3%

Joseph E. Dondanville (8) 14,025 *

Richard J. Haayen (9) 4,476 *

William R. Keane (3) (9) 71,995 *

Gerald I. Lenrow (4) (9) 7,208 *

John S. McGuinness (5) 3,124 *

Jonathan E. Michael (6) (8) 26,734 *

Edwin S. Overman (9) 19,848 *

Gerald D. Stephens (7) (8) 645,146 8.2%

Edward F. Sutkowski (9) 68,291 *

Gregory J. Tiemeier (8) 24,798 *

Robert O. Viets (9) 5,539 *

Terry L. Younghanz (8) 8,315 *

Directors and executive
officers as a group
(17 persons) (8) 1,040,267 13.30%

*Less than 1% of Class.

(1) Unless otherwise noted, each person has sole voting power and sole
investment power with respect to the shares reported.

(2) Includes 32,668 shares owned by Mr. Daenzer's spouse, and 22,163 shares
held in a trust for the benefit of Mr. Daenzer's adult children and
grandchildren, of which a bank and Mr. Daenzer's spouse act as co-trustees,
as to which Mr. Daenzer disclaims any beneficial interest.

(3) Includes 27,428 shares owned by Mr. Keane's spouse, Evelyn Corral, an
honorary Vice President of the Company, as to which Mr. Keane claims
beneficial interest.

(4) Includes 325 shares held by Mr. Lenrow's spouse in a custodian account for
the benefit of their minor daughter, as to which Mr. Lenrow disclaims any
beneficial interest.

(5) Includes 937 shares owned by Dr. McGuinness' spouse and 2,187 shares owned
by Dr. McGuinness' adult children residing with Dr. and Mrs. McGuinness, as
to which Dr. McGuinness disclaims beneficial interest.

(6) Includes 25,656 shares allocated to Mr. Michael under the ESOP and 665
shares allocated under the RLI Corp. Key Employee Excess Benefit Plan
("Michael Key Plan") over which Mr. Michael has no voting or investment
power.

(7) Includes 201,927 shares allocated to Mr. Stephens under the ESOP; 24,790
shares allocated under the Stephens Key Plan, over which Mr. Stephens has
no voting or investment power; 28,143 shares owned by Mr. Stephens' spouse;
7,662 shares held in custodian accounts for the benefit of Mr. Stephens'
grandchildren, over which Mr. Stephens has the sole voting and investment
power; and, as trustee of 1,322 shares in the H.O. Stephens Trust, in which
Mr. Stephens' mother is entitled to the income and principal. Mr.
Stephens, as trustee under the H.O. Stephens Trust, has the sole voting and
investment power of the shares in such Trust.

(8) Includes shares allocated to the executive officers under the ESOP with
respect to which such officers have sole voting power and no investment
power, except during the period which any such executive officer may
diversify a percentage, not to exceed 50%, of such officer's ESOP benefit.
As of December 31, 1996, the following shares were allocated under the
ESOP: Mr. Dondanville 14,007 shares; Mr. Michael 25,656 shares; Mr.
Stephens 201,927 shares; Mr. Tiemeier 24,165 shares; and Mr. Younghanz
8,315 shares. Also includes shares held directly or indirectly by Michael
W. Dalton and Timothy J. Krueger. Mr. Krueger left the employ of the
Company on April 15, 1996, to become Vice President, Chief Financial
Officer of RLI Vision Corp., then the Company's wholly-owned ophthalmic
subsidiary. Pursuant to a Merger and Plan of Reorganization ("Merger")
effective December 1, 1996, between Hester Enterprises, Inc., a Hawaii
corporation, and RLI Vision Corp., an Illinois corporation, Mr. Dalton
terminated his employment with the Company December 2, 1996. Simultaneous
with the Merger, RLI Vision Corp. changed its name to Maui Jim, Inc.
("Maui"). The Company retained a 34% equity investment in Maui in which

Messrs. Krueger and Dalton retain their respective positions as Vice
President, Chief Financial Officer and President, Chief Operating Officer.
Effective January 3, 1997, the Company purchased from Mr. Hester additional
shares such that after such purchase the Company owned a 44% equity
investment in Maui.

(9) Includes shares held by a bank trustee under an irrevocable trust
established by the Company pursuant to the RLI Corp. Director Deferred
Compensation Plan ("Director Deferred Plan") for the benefit of the
following: Mr. Haayen 4,226 shares; Mr. Keane 38,875 shares; Mr. Lenrow
6,883 shares; Dr. Overman 19,848 shares; Mr. Sutkowski 21,190 shares; and,
Mr. Viets 4,914 shares. Each participating director has no voting or
investment power with respect to such shares and disclaims beneficial
ownership of such shares for purposes of Section 13(d) of the Securities
Exchange Act of 1934.

The information with respect to beneficial ownership of Common Stock of the
Company is based on information furnished to the Company by each individual
included in the table.

PROPOSAL ONE:
ELECTION OF DIRECTORS

NOMINEES. At the Annual Meeting, four (4) directors are to be elected,
each to hold office for a three-year term or until a successor is elected and
qualified. Messrs. Bernard J. Daenzer, Richard J. Haayen, Jonathan E. Michael
and Edward F. Sutkowski are Class I directors. Messrs. Daenzer, Haayen and
Sutkowski were elected by the shareholders in 1994 for three-year terms expiring
in 1997. Mr. Michael was elected at the March 6, 1997 meeting of the Board of
Directors of the Company for a term expiring at the Annual Meeting to be held
May 1, 1997.

VOTING OF PROXIES. Unless otherwise instructed, it is intended the shares
represented by the enclosed Proxy will be voted for the election of the four
nominees named above. The affirmative vote of a plurality of the shares present
in person or represented by Proxy at the Annual Meeting and entitled to vote is
required for the election of directors. Votes will be tabulated by an Inspector
of Election appointed at the Annual Meeting. Abstentions and broker non-votes
have no effect on determinations of majority except to the extent that they
affect the total votes received by any particular candidate. There is no
cumulative voting for the directors under the Company's Articles of
Incorporation.

SUBSTITUTE NOMINEES. The Board of Directors has no reason to believe that
any nominee will be unable to serve if elected. In the event that any nominee
shall become unavailable for election, it is intended that such shares will be
voted for the election of a substitute nominee selected by the persons named in
the enclosed Proxy unless the Board of Directors should determine to reduce the
number of directors pursuant to the Company's By-Laws.

DIRECTOR AND NOMINEE INFORMATION. The following includes certain
information with respect to the current directors and nominees to the Board of
Directors furnished to the Company by such individuals:

NAME AGE DIRECTOR SINCE PRINCIPAL OCCUPATION
-------------------- ---- -------------- -------------------------------------------------------

[PHOTO] Bernard J. Daenzer 81 1972 Owner of Daenzer Associates, Key Largo, FL, an insurance
(to be elected for a consulting services firm since 1980. Formerly
term of three years President and Chairman of Wohlreich and
expiring in 2000) Anderson Insurance Companies and the Howden Swan
Insurance Agencies until his retirement in 1980.

[PHOTO] Richard J. Haayen (1) 72 1993 Chairman and CEO of Allstate Insurance Company in
(to be elected for a Northbrook, IL, until his retirement in 1989.
term of three years Currently Executive-In-Residence at Southern
expiring in 2000) Methodist University in Dallas, TX.

NAME AGE DIRECTOR SINCE PRINCIPAL OCCUPATION
-------------------- ---- -------------- --------------------------------------------------------

[PHOTO] Jonathan E. Michael 43 1997 Executive Vice President of the Company; President,
(to be elected for a Chief Operating Officer of RLI Insurance Company
term of three years and Mt. Hawley Insurance Company, the Company's
expiring in 2000) wholly-owned subsidiaries. Mr. Michael commenced
employment with the Company as Chief Accountant in
1982.

[PHOTO] Edward F. Sutkowski (2) 58 1975 President of the law firm of Sutkowski & Washkuhn Ltd.
(to be elected for a in Peoria, IL, since 1965.
term of three years
expiring in 2000)

Certain information concerning the remaining directors, whose
terms expire either in 1998 or 1999, is set forth as follows
based upon information furnished to the Company by such
individuals:

[PHOTO] William R. Keane 80 1966 Former Vice President, Contacts, Inc. (contact lens
(term expiring in 1999) laboratory) in Chicago, IL, until retirement
in 1983.

[PHOTO] Gerald I. Lenrow 69 1993 Consultant to General Reinsurance Corporation since
(term expiring in 1999) 1996. Former partner in the international accounting
firm of Coopers & Lybrand LLP until 1990, following
which he served as their consultant until joining
General Reinsurance Corporation.

[PHOTO] John S. McGuinness 74 1983 President of John S. McGuinness Associates in Scotch
(term expiring in 1998) Plains, NJ consultants in actuarial science and
management, since 1964.

NAME AGE DIRECTOR SINCE PRINCIPAL OCCUPATION
-------------------- ---- -------------- --------------------------------------------------------

[PHOTO] Edwin S. Overman 74 1987 President Emeritus of the Insurance Institute of
(term expiring in 1999) America, a national educational organization in
Malvern, PA, since his retirement as President of the
Institute in 1987.

[PHOTO] Gerald D. Stephens 64 1965 Mr. Stephens founded the Company in 1965 and has been
(term expiring in 1998) President since 1972.

[PHOTO] Robert O. Viets (3) 53 1993 President and CEO since 1988 of Cilcorp Inc., a holding
(term expiring in 1998) company in Peoria, IL, whose principal business
subsidiary is Central Illinois Light Company ("CILCO").
Mr. Viets joined CILCO in 1973 and
held various managerial and officer positions until his
promotion to President and CEO.

(1) Mr. Haayen is a director of Paragon Group, Inc. in Dallas, Texas, whose
securities are registered pursuant to Section 12 or subject to the
requirements of Section 15(d) of the Securities and Exchange Act of 1934.

(2) Mr. Sutkowski is associated with the law firm of Sutkowski & Washkuhn Ltd.,
which has provided legal services to the Company prior to and during 1996.
It is expected that the Company's relationship with Sutkowski & Washkuhn
Ltd. will continue in the future.

(3) Mr. Viets is a director of Cilcorp Inc. in Peoria, Illinois, whose
securities are registered pursuant to Section 12 or subject to the
requirements of Section 15(d) of the Securities and Exchange Act of 1934.

BOARD COMMITTEES

AUDIT COMMITTEE. The Company's Audit Committee, comprised of outside
directors Messrs. Haayen, Keane, Lenrow, McGuinness and Viets, met two times in
1996 to consider an outside audit firm and to discuss the planning of the
Company's annual outside audit and its results. The Audit Committee also
monitored the Company's management of its exposures to risk of financial loss,
assessed the auditors' performance, reviewed the adequacy of the Company's
internal controls, and the extent and scope of audit coverage, monitored
selected financial reports, and made audit and auditor engagement
recommendations to the Board of Directors.

EXECUTIVE RESOURCES COMMITTEE. The Company's Executive Resources
Committee, comprised of outside directors Messrs. Daenzer, Haayen, Lenrow,
McGuinness, Overman and Sutkowski, met one time in 1996 to review and recommend
the compensation of the executive officers and other officers of the Company.
The Committee also evaluated executive performance, executive back-up plans,
examined the officer development program, and was responsible for searching,
enlisting and maintaining a file of prospective new Board members and potential
executive officers. The Committee administers the Incentive Stock Option Plan
through a subcommittee comprised of outside directors Messrs. Haayen, Daenzer,
Keane, McGuinness, Overman and Viets.

COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION. Mr.
Sutkowski, a member of the Executive Resources Committee during 1996, is
associated with the law firm of Sutkowski & Washkuhn Ltd. During 1996, the
Company and certain of its subsidiaries retained the legal services of that
firm. Subsequent to year-end 1996, Mr. Sutkowski resigned from the Executive
Resources Committee.

NOMINATING COMMITTEE. The Company does not have a standing nominating
committee.

BOARD MEETINGS AND COMPENSATION

MEETINGS. During the year 1996, five meetings of the Board of Directors
were held. No director attended fewer than 75% of the aggregate number of
meetings of the Board of Directors and Board of Directors' committees on which
he served.

DIRECTOR COMPENSATION. During 1996, all directors of the Company (other
than officers of the Company) were compensated at the rate of $11,000 per year
and paid $925 for each Board of Directors' meeting attended, $925 for each
Committee of the Board of Directors attended, and $925 for each Committee of the
Board of Directors chaired. Effective May 1, 1997, retroactive to January 1,
1997, all directors (other than officers of the Company) will be compensated at
the rate of $15,000 per year and paid $1,100 for each Board of Directors'
meeting attended, $1,100 for each Committee of the Board of Directors attended,
and $1,100 for each Committee of the Board of Directors chaired. Directors are
also reimbursed for actual travel and related expenses incurred, and are
provided a travel accident policy funded by the Company.

Effective May 2, 1996, the Board of Directors adopted the Directors' Stock
Option Plan for Outside Directors ("Director Plan"), and initial grants have
been made thereunder, subject to shareholder approval. See Proposal Five. If
the Company earns more than its cost of capital and the ESOP contribution as
provided under its Market Value Potential Performance Incentive Plan ("MVP
Plan") in respect of a year, each outside director shall be granted an option to
purchase 600 additional shares of the Company's Common Stock under the Director
Plan effective the first business day in February of the succeeding year. The
Director Plan provides for the grant of an option to purchase 3,000 shares of
the Company's Common Stock to each of the Company's outside directors at the
time of adoption, and to each newly elected or appointed outside director. In
addition, the Director Plan replaces a prior plan which provided for an annual
cash bonus to each outside director equal to $1,250 for each percent, or
fraction thereof, of the excess of the Company's return on the Company's
beginning Shareholders' Equity over the average industry return on such equity,
but not to exceed $12,500.

DIRECTOR DEFERRED COMPENSATION. Prior to the beginning of each year, an
outside director may elect to defer the compensation otherwise payable to the
director during the succeeding year pursuant to the Director Deferred Plan.
Under the Director Deferred Plan, the Company must transfer to a bank trustee
under an irrevocable trust established by the Company, such number of shares as
are equal to the compensation deferred at the close of the referent year.
Dividends on these shares are reinvested quarterly under the Company's Dividend
Reinvestment Plan. In general, Director Deferred Plan benefits are
distributable beginning when the director's status terminates.

EXECUTIVE RESOURCES COMMITTEE REPORT

The following report by the Executive Resources Committee is required by
the rules of the Securities and Exchange Commission to be included in this Proxy
Statement and shall not be considered incorporated by reference in other filings
by the Company with the Securities and Exchange Commission.

GENERAL. The Executive Resources Committee determines the base and
incentive compensation of the executive officers. The incentive compensation is
designed to attract, retain and motivate high quality executives and reward the
executive officers for Company profitability and the enhancement of shareholder
values. It is influenced heavily by the Company's profitability and return on
its equity in excess of its cost of capital and the ESOP contribution, if any.
The Committee is of the opinion that the total compensation payable is
comparable to that provided by the Company's competitors.

An executive officer's base compensation is computed by reference to
industry compensation studies; it relates to both annual and long-term
performance objectives established by the Committee. A significant portion of
an executive officer's compensation is at risk. For example, in the case of Mr.
Stephens, his bonus, if any, is computed with reference to the Company's MVP
Plan. See Proposal Four.

COMPENSATION POLICIES FOR OTHER EXECUTIVE OFFICERS. The compensation
programs for the other executive officers are the same as those available for
the President, except for the Company's Key Employee Excess Benefit Plan in
favor of Messrs. Stephens and Michael. See Footnote (3) under Summary
Compensation Table. Executive officer compensation is based on officer
responsibility, the profitability of the officer's segment of the Company,
productivity, budgetary compliance, and an in depth individual officer
evaluation.

MEMBERS OF THE EXECUTIVE RESOURCES COMMITTEE

Edwin S. Overman, Chairman Bernard J. Daenzer Richard J. Haayen

Gerald I. Lenrow John S. McGuinness

EXECUTIVE MANAGEMENT COMPENSATION

EXECUTIVE OFFICERS. The following information is provided as to each
current executive officer of the Company:

POSITION EXECUTIVE
NAME AND AGE WITH COMPANY OFFICER SINCE
- -------------- ------------------------------------------ -------------

Gerald D. Stephens President and Director 1965
Age 64

Jonathan E. Michael Executive Vice President; President, 1985
Age 43 Chief Operating Officer of RLI Insurance
Company and Mt. Hawley Insurance Company, the
Company's wholly-owned insurance subsidiaries

Joseph E. Dondanville Vice President, 1992
Age 40 Chief Financial Officer

Mary Beth Nebel Vice President and General Counsel 1994
Age 40 (1)

Camille J. Hensey Vice President and Corporate Secretary 1987
Age 55

Gregory J. Tiemeier Assistant Secretary; 1992
Age 39 (2) Senior Vice President,
Operations and Technology
and Assistant Secretary
of RLI Insurance Company
and Mt. Hawley Insurance
Company, the Company's
wholly-owned insurance
subsidiaries

Terry L. Younghanz Senior Vice President 1996
Age 50 (3) of Underwriting of RLI
Insurance Company and
Mt. Hawley Insurance
Company, the Company's
wholly-owned insurance
subsidiaries

(1) Ms. Nebel was promoted to Vice President and General Counsel in 1994. Ms.
Nebel joined the Company in 1988 as Assistant General Counsel.

(2) Mr. Tiemeier was promoted to Senior Vice President of the Company's wholly-
owned insurance subsidiaries, RLI Insurance Company and Mt. Hawley
Insurance Company, in 1994 and was appointed Assistant Secretary in 1995.
Prior to his promotion to Senior Vice President, Mr. Tiemeier had been Vice
President of Management Information Services since 1992 and previously held
various managerial positions since he joined the Company in 1979.

(3) Mr. Younghanz was promoted to Senior Vice President, Underwriting on May
28, 1996. He joined the Company in 1987 as Regional Vice President of the
Company's Heartland Branch Office in Overland Park, Kansas.

SUMMARY COMPENSATION TABLE. The aggregate cash compensation earned from
the Company and its subsidiaries during the 1996 fiscal year is expressed below
for the Company's President and four most highly-compensated executive officers:

LONG-TERM
COMPENSATION
ANNUAL COMPENSATION ----------------
NAME AND -------------------------- SECURITIES ALL OTHER
PRINCIPAL POSITION YEAR SALARY ($) BONUS ($)(1) UNDERLYING OPTIONS (#)(2) COMPENSATION ($)(3)
- -------------------------- ------ ---------- ------------ ------------------------- --------------------

Gerald D. Stephens 1996 438,208 477,178 21,700 69,743
President 1995 405,744 0 27,375 67,334
1994 376,640 0 - 3,837

Jonathan E. Michael 1996 257,056 334,025 2,900 40,064
Executive Vice President 1995 239,719 0 5,375 39,780
1994 216,250 0 - 1,187

Terry L. Younghanz 1996 165,588 258,193 4,000 23,275
Senior Vice President, 1995 133,646 211,827 3,125 24,130
Underwriting, RLI 1994 124,416 133,695 - 1,128
Insurance Company
and Mt. Hawley
Insurance Company

Joseph E. Dondanville 1996 132,760 214,730 1,800 20,600
Vice President, Chief 1995 124,271 0 2,250 19,991
Financial Officer 1994 111,163 0 - 1,093

Gregory J. Tiemeier 1996 135,317 155,083 1,200 20,997
Senior Vice President, 1995 127,667 0 2,625 20,537
Operations and Technology, 1994 117,448 0 - 1,172
RLI Insurance Company
and Mt. Hawley Insurance
Company

(1) 1996 amounts represent compensation accrued during fiscal year 1996 and
paid in 1997 pursuant to the Company's MVP Plan, exclusive of the following
additional amounts which may be payable to such individuals in future years
under the MVP Plan: Gerald D. Stephens $318,119; Jonathan E. Michael
$222,683; Terry L. Younghanz $64,949; Joseph E. Dondanville $143,153; and
Gregory J. Tiemeier $103,389. See Proposal Four. In the case of Mr.
Younghanz, the 1994 and 1995 amounts and $160,769 of the 1996 amount
represent underwriting bonuses earned in such year, based upon a percentage
of earned premiums, less developed losses and expenses, for his area of
responsibility for the seven years preceding the year in which the bonus
was earned. The remaining $97,424 for 1996 was paid to Mr. Younghanz
pursuant to the MVP Plan.

(2) Twenty percent of each option grant becomes exercisable one year after the
date of the grant and each year thereafter in 20% increments. Such options
lapse at the end of the ten-year period beginning on the grant date.
Amounts shown have been adjusted to reflect the 5-for-4 stock split which
was paid in the form of a stock dividend in June, 1995.

(3) Represents the value of Company contributions to the ESOP on behalf of the
named executive officers. In December of 1994, the Board of Directors
determined not to cause the Company to make a contribution to the ESOP in
respect of 1994, given the financial results of the Company. The amounts
represent the value of participant forfeitures allocated to such executive
officer under the ESOP. In the case of Messrs. Stephens and Michael, the
amounts include shares allocated to them under their respective Key
Employee Excess Benefit Plans as follows: Mr. Stephens 2,180 shares in
respect of 1996; 600 shares in respect of 1995; and 1,914 shares in respect
of 1994; Mr. Michael 665 shares in respect of 1996, the year in which Mr.
Michael became a participant in the Key Plan. In general, benefits are
distributable to Messrs. Stephens and Michael when their employment
terminates. Under the Key Plan, the Company must transfer to the trustee
under an irrevocable trust maintained by the Company for the benefit of
Messrs. Stephens and Michael, such number of shares as are equal in value
to the excess of (a) the contribution allocable to them under the ESOP
determined without regard to any limitation on compensation imposed by the
Internal Revenue Code, over (b) the contribution actually allocable to them
under the ESOP determined with regard to any

limitation on compensation imposed by the Internal Revenue Code. The value
of each share transferred is equal to the per share closing price as of the
close of the last business day of the referent year. The total value of
their Key Plan benefits as of December 31, 1996 was: Mr. Stephens $884,345
and Mr. Michael $39,099.

OPTION GRANTS IN LAST FISCAL YEAR. The following table shows information
regarding grants of stock options made to the named executive officers under the
Company's Incentive Stock Option Plan during the fiscal year ended December 31,
1996. The amounts shown for each of the named executive officers as potential
realizable values are based on arbitrarily assumed annualized rates of stock
price appreciation of five percent and ten percent over the full ten-year term
of the options, which would result in stock prices of approximately $37.26 and
$59.33, respectively. The amounts shown as potential realizable values for all
shareholders represent the corresponding increases in the market value of
7,821,730 outstanding shares of the Company's Common Stock held by all
shareholders as of December 31, 1996, which would total approximately
$291,445,205 and $464,077,780, respectively. No gain to the optionees is
possible without an increase in stock price which will benefit all shareholders
proportionately. These potential realizable values are based solely on
arbitrarily assumed rates of appreciation required by applicable Securities and
Exchange Commission regulations. Actual gains, if any, on option exercises and
common stockholdings are dependent on the future performance of the Company's
Common Stock. There can be no assurance that the potential realizable values
shown in this table will be achieved.

POTENTIAL REALIZABLE VALUE AT
ASSUMED ANNUAL RATES OF STOCK
INDIVIDUAL GRANTS PRICE APPRECIATION FOR OPTION TERM
--------------------------------------------------------------- -----------------------------------
IF STOCK AT IF STOCK AT
$37.26 $59.33
------------- ---------------
NUMBER OF % OF TOTAL
SECURITIES OPTIONS
UNDERLYING GRANTED TO EXERCISE
OPTIONS EMPLOYEES OR BASE
GRANTED IN FISCAL PRICE EXPIRATION
NAME (#)(1) YEAR(2) ($/SH) DATE 5%(3) 10%(3)
- ----------------------------------------------------------------------------------------------------------------------------------

ALL SHAREHOLDERS' $291,445,205 $464,077,780
STOCK APPRECIATION

Gerald D. Stephens 21,700 36.38% $22.8750 05/02/06 $ 312,173 $ 791,112

Jonathan E. Michael 2,900 4.86% $22.8750 05/02/06 $ 41,719 $ 105,724

Terry L. Younghanz(4) 2,500 4.19% $22.8750 05/02/06 $ 35,964 $ 91,142
1,500 2.51% $23.2500 05/28/06 $ 21,932 $ 55,581

Joseph E. Dondanville 1,800 3.02% $22.8750 05/02/06 $ 25,894 $ 65,622

Gregory J. Tiemeier 1,200 2.01% $22.8750 05/02/06 $ 17,263 $ 43,748
- ----------------------------------------------------------------------------------------------------------------------------------

(1) Each option grant becomes exercisable in 20% increments on the first five
anniversaries of the grant date. Such options lapse on the tenth
anniversary of the grant date.

(2) The Company granted options to purchase an aggregate of 59,650 shares to
all employees during 1996.

(3) The dollar amounts under these columns are the result of calculations at
the 5% and 10% rates dictated by the Securities and Exchange Commission
when the "Potential Realizable Value" alternative is used. These are not
intended to be a forecast of the Company's stock price.

(4) Mr. Younghanz received an additional grant on May 28, 1996 upon his
promotion to Senior Vice President, Underwriting.

AGGREGATED OPTION EXERCISES IN LAST FISCAL YEAR AND FISCAL YEAR-END OPTION
VALUES(1). The following table sets forth information with respect to the named
executive officers concerning the exercise of options during the last fiscal
year and unexercised options held December 31, 1996. Value realized upon
exercise is the excess of the fair market value of the underlying stock on the
exercise date over the exercise price under the option. Value of unexercised,
in-the-money options at fiscal year-end is the difference between its exercise
price and the fair market value of the underlying stock on December 31, 1996,
which was $33.375 per share. These values, unlike the amounts set forth in the
column headed "Value Realized," have not been, and may never be, realized. The
underlying options have not been, and may never be, exercised; actual gains on
exercise, if any, will depend on the value of the Company's Common Stock on the
date of exercise. There can be no assurance that these values will be realized.

NUMBER OF UNEXERCISED OPTIONS VALUE OF IN-THE-MONEY OPTIONS
--------------------------------------------------------- ---------------------------------
SHARES
ACQUIRED
ON VALUE
EXERCISE REALIZED
NAME (#) ($) EXERCISABLE UNEXERCISABLE EXERCISABLE UNEXERCISABLE
- ---------------------------------------------------------------------------------------------------------------------

Gerald D. Stephens 0 $0.00 5,475 43,600 $69,942 $507,622
Jonathan E. Michael 0 $0.00 1,075 7,200 $13,733 $ 85,382
Terry L. Younghanz 0 $0.00 625 6,500 $ 7,984 $ 73,374
Joseph E. Dondanville 0 $0.00 450 3,600 $ 5,748 $ 41,895
Gregory J. Tiemeier 0 $0.00 525 3,300 $ 6,706 $ 39,427
- ---------------------------------------------------------------------------------------------------------------------

(1) The share numbers and market and exercise prices have been adjusted, as
necessary, for the 5-for-4 stock split that occurred on June 21, 1995.

LONG-TERM INCENTIVE PLAN. No long-term incentive plan awards were made
during 1996.

PENSION PLAN. The following table illustrates the estimated annual
benefits (based on a straight-life annuity payable beginning at age 65, but in
no event less than 120 monthly payments) under the Company's pension plan for
specified compensation and service levels assuming a participant retired on July
1, 1997 at age 65 after selected years of service:

AVERAGE ANNUAL ESTIMATED ANNUAL PENSION BENEFIT UPON RETIREMENT AT
COMPENSATION JULY 1, 1997 WITH YEARS OF SERVICE INDICATED
---------------- ---------------------------------------------
15 YRS. 20 YRS. 25 YRS. 30 YRS. 35 YRS.
------- ------- ------ ------- -------

$100,000 $ 20,188 $ 26,918 $ 33,647 $ 40,377 $ 47,106

125,000 25,851 34,468 43,085 51,702 60,319

150,000* 31,513 42,018 52,522 63,027 73,531

* Generally, a participant's annual benefit payable beginning at his social
security retirement age (determined on the basis of his year of birth) must
not exceed the lesser of $90,000 (as adjusted for cost-of-living increases-
-$120,000 for 1996) or 100% of his average compensation for his high three
years. In addition, effective beginning in 1994, the Internal Revenue Code
reduced the level of a participant's compensation which may be considered
in determining benefits under all types of tax-qualified plans from the
1993 level of $235,840 to $150,000. In applying the $150,000 limit,
the Plan must freeze benefits for any participant whose benefit is based on
compensation in excess of $150,000 as of December 31, 1993. The frozen
benefit may be adjusted for increases in compensation after 1993, but
adjustments are not permitted unless the participant's updated compensation
exceeds the compensation that determined the participant's frozen benefit.
Based upon the foregoing, a participant's annual benefit is limited to
$74,453 unless such participant's earned benefit was greater than $74,453
as of December 31, 1993.

Mr. Stephens' current compensation covered by the Plan is $150,000 with 30
years of plan participation; Mr. Michael's current covered compensation is
$150,000 with 13 years of plan participation; Mr. Younghanz's current covered
compensation is $150,000 with 9 years of plan participation; Mr. Dondanville's
current covered compensation is $132,761 with 12 years of plan participation;
and Mr. Tiemeier's current covered compensation is $135,317 with 15 years of
plan participation.

COMMON STOCK PERFORMANCE CHART

A line graph comparing the percentage change in the cumulative total
shareholder return, including the reinvestment of dividends, on the Company's
Common Stock with a cumulative total return of the S & P Composite 500 Stock
Index and the S & P Property and Casualty Index for the period beginning
December 31, 1991 through December 31, 1996:

TOTAL RETURN

COMPOUNDED TOTAL RETURN
RLI - 23.2%
S&P 500 - 16.0%
S&P P/C Ins - 13.5%

COMPARISON OF FIVE YEAR CUMULATIVE
RLI, S&P 500, S&P P/C INS INDEX

Assumes $100 invested on December 31, 1991 in
RLI, S&P 500, and S&P P/C Ins Index
with reinvestment of dividends

Measurement Period S&P 500 S&P P/C Ins
(Fiscal Year Covered) RLI Corp. Index Index
---------------------- --------- -------- -----------

Measurement Pt - 12/31/91 $100 $100 $100

FYE 12/31/92 154 108 121
FYE 12/31/93 168 118 115
FYE 12/31/94 133 120 119
FYE 12/31/95 208 164 158
FYE 12/31/96 284 210 188

There can be no assurance that the Company's stock performance will
continue into the future with the same or similar trends. The Company will
neither make nor endorse any predictions as to future stock performance.

The foregoing line graph shall not be deemed incorporated by reference by
any general statement incorporating by reference this proxy statement into any
filing under the Securities Act of 1933 or the Securities Exchange Act of 1934,
except to the extent that the Company specifically incorporates this information
by reference, and shall not otherwise be deemed filed under such Acts.

PROPOSAL TWO:
TO AMEND THE COMPANY'S ARTICLES OF INCORPORATION
TO AUTHORIZE A NEW CLASS OF PREFERRED STOCK

AMENDMENT. The Board of Directors has approved, and submits for
authorization and approval of shareholders, a proposal to amend the Company's
Articles of Incorporation to include a new class of Preferred Stock
("Amendment"). The text of the proposed Amendment of paragraph 1 of Article
Four is as follows:

"The aggregate number of shares of Preferred Stock which the
Corporation is authorized to issue is Five Million (5,000,000) shares with
a par value of one cent ($.01) per share."

The text of the proposed Amendment of paragraph 2 of Article Four is as
follows:

"The Common Stock shall rank junior to the Preferred Stock in right of
payment of dividends and upon liquidation and shall be subject to all of
the rights, powers, privileges and preferences of the Preferred Stock in
any resolution or resolutions adopted by the Board of Directors pursuant to
authority vested in it by the provisions of this Article Four.

The Preferred Stock may be issued from time to time in one or more
series. All shares of Preferred Stock shall be of equal rank and shall be
identical, except in respect of the matters that may be fixed by the
Corporation's Directors as hereinafter provided, and each share of each
series shall be identical with all other shares of such series, except that
in the case of series on which dividends are cumulative the dates from
which dividends are cumulative may vary to reflect differences in the date
of issue. Subject to the provisions of this resolution, which provisions
shall apply to all Preferred Stock, the Directors hereby are authorized to
cause such shares to be issued in one or more series and with respect to
each such series prior to the issuance thereof to fix:

a) The designation of the series which may be by distinguishing
number, letter and/or title.

b) The number of shares of the series, which number the Directors may
(except where otherwise provided in the creation of the series) increase or
decrease (but not below the number of shares thereof then outstanding).

c) The dividend rate of the series.

d) The dates at which dividends, if declared, shall be payable,
whether such dividends shall be cumulative or noncumulative, and, if
cumulative, the dates from which dividends shall be cumulative.

e) The redemption rights and price or prices, if any, for shares of
the series.

f) The terms and amount of any sinking fund provided for the purchase
or redemption of shares of the series.

g) The amounts payable on shares of the series in the event of any
voluntary or involuntary liquidation, dissolution or winding up of the
affairs of the Corporation.

h) Whether the shares of the series shall be convertible into shares
of any other class or series of the Corporation, and, if so, the
specification of such other class or series, the conversion price or
prices, any adjustments thereof, the date or dates as of which such shares
shall be convertible, and other terms and conditions upon which such
conversion may be made.

i) Restrictions on the issuance of shares of the same series or of any
other class or series.

j) The limitation or denial of voting rights, or the grant of special
voting rights, if any.

The Corporation's Directors are authorized to adopt from time to time
resolutions pursuant to these Amended Articles of Incorporation fixing,
with respect to each such series, the matters described in clauses (a) to
(j), inclusive, of this section."

The Company currently has only one authorized class of capital stock, its
Common Stock ($1.00 par value per share). The Board of Directors believes that
it is advisable to increase the Company's authorized capital to include a class
of Preferred Stock in order to increase the Company's flexibility to engage in
Preferred Stock financing that the Board of Directors believes are favorable to
the Company or to enter into reinsurance arrangements that provide for the
potential issuance of Preferred Stock in the future. Section 6.10 of the
Illinois Business Corporation Act permits the authorization of a class of
preferred stock, such as that described above, pursuant to which the Board of
Directors can designate and issue shares in one or more series and can specify,
subject to certain limitations, the relative rights and preferences of any
series so designated. Many publicly traded companies have such a class of
authorized capital stock.

In the event that Proposal Two is approved at the Annual Meeting of
Shareholders, the Company intends to designate a series of the Preferred Stock
that would be issuable upon exercise by the Company of its option to sell
Preferred Stock with an aggregate purchase price not exceeding $50 million to
Centre Reinsurance (U.S.) Limited pursuant to the Catastrophe Equity Put Option
Agreement. Such option is only exercisable, and the related stock issuable,
upon the occurrence of a qualifying catastrophic event (as defined in such
agreement) with respect to the Company. Such Preferred Stock, if issued, would
be convertible into Common Stock of the Company beginning three years after its
issuance at the option of the holder thereof. The conversion rate will be based
on the market price of the Company's Common Stock at such time.

The new class of Preferred Stock, if approved, will be issuable in one or
more series with such relative rights and preferences (including voting rights,
if any) as are specified by the Board of Directors at the time of designation or
issuance, without further action on the part of the Company's shareholders.
Future issuances of the shares of the Preferred Stock could have the effect of
making it more difficult for a person to acquire control of the Company and
remove management. Except as described above, the Board of Directors has no
current intention to designate or issue any series of the new class of Preferred
Stock.

SHAREHOLDER VOTE. The affirmative vote of the holders of at least two-thirds
(2/3) of the outstanding shares of Common Stock of the Company is required for
adoption of this Amendment. If this proposed Amendment is adopted by the
shareholders, the Company intends to promptly effect the Amendment by filing the
Amendment with the State of Illinois.

THE BOARD OF DIRECTORS RECOMMENDS THE SHAREHOLDERS VOTE "FOR" THE PROPOSED
AMENDMENT TO THE COMPANY'S ARTICLES OF INCORPORATION AUTHORIZING THE NEW CLASS
OF PREFERRED STOCK.

PROPOSAL THREE:

TO AMEND THE COMPANY'S ARTICLES OF INCORPORATION TO REQUIRE THE AFFIRMATIVE VOTE
OF THE HOLDERS OF AT LEAST A MAJORITY OF THE OUTSTANDING SHARES ENTITLED
TO VOTE ON SUBSEQUENT AMENDMENTS TO THE ARTICLES.

AMENDMENT. The Board of Directors has approved, and submits for
authorization and approval of shareholders, a proposal to amend the Company's
Articles of Incorporation to require the affirmative vote of the holders of at
least a majority of the outstanding shares entitled to vote on subsequent
amendments to the Articles of Incorporation ("Amendment"). Currently, the
affirmative vote of two-thirds of the outstanding shares is required to amend
the Company's Articles of Incorporation. The text of the proposed Amendment of
Article 7 is as follows:

"In accordance with the provision of Section 10.20(d), Amendment by
Directors and Shareholders, of the Illinois Business Corporation Act of
1983, any amendment to the Articles of Incorporation shall be approved upon
receiving the affirmative vote of the holders of at least a majority of the
outstanding shares entitled to vote on the amendment and not less than a
majority of the outstanding shares of each class or series of shares
entitled to vote as a class on the amendment."

The Illinois Business Corporation Act of 1983 provides that amendments to
the Articles of Incorporation of companies domiciled in Illinois shall be
adopted upon receiving the affirmative vote of at least two-thirds of the votes
of the shares entitled to vote on such amendment, unless a company's Articles of
Incorporation supersede the two-thirds vote requirement by specifying any
smaller or larger vote requirement but not less than a majority of the votes of
the shares entitled to vote on the amendment. The Company's Board of Directors
believes that it is appropriate to amend the Articles of Incorporation as
described above so that only majority approval is required for any subsequent
amendment. Absent such a change, one or more shareholders owning less than a
majority of the Company's shares have the power to block changes to the Articles
desired by the holders of a majority of the outstanding shares of Common Stock.
In addition, because these percentages are based on the outstanding shares, and
not on the shares present and voting at a particular meeting, there is no chance
that the failure of shareholders to be present at a meeting would permit any
amendment to be effected by the holders of less than a majority of the total
shares.

SHAREHOLDER VOTE. The affirmative vote of the holders of at least two-
thirds (2/3) of the outstanding shares of Common Stock of the Company is
required for adoption of this Amendment. If this proposed Amendment is adopted
by the shareholders, the Company intends to promptly effect the Amendment by
filing the Amendment with the State of Illinois.

THE BOARD OF DIRECTORS RECOMMENDS THE SHAREHOLDERS VOTE "FOR" THE PROPOSED
AMENDMENT TO THE COMPANY'S ARTICLES OF INCORPORATION REQUIRING THE AFFIRMATIVE
VOTE OF THE HOLDERS OF AT LEAST A MAJORITY OF THE OUTSTANDING SHARES ENTITLED TO
VOTE ON SUBSEQUENT AMENDMENTS TO THE ARTICLES.

PROPOSAL FOUR:
TO APPROVE THE MARKET VALUE POTENTIAL PERFORMANCE INCENTIVE PLAN

The Board of Directors has adopted an incentive compensation plan for key
employees, including executive officers, which ties potential annual cash
incentive payments directly to Company performance. The plan has been designed,
and shareholders' approval of the plan is being sought, to qualify compensation
paid under the plan as "qualified performance-based compensation" within the
meaning of Internal Revenue Code Section 162(m) and thus assure the Company may
deduct the amounts payable pursuant to the plan.

Following is a general summary of the Market Value Potential Performance
Incentive Plan ("MVP Plan"). The full text is attached as Exhibit A.

ADMINISTRATION. The MVP Plan is administered by the Plan Administration
Committee ("Committee") comprised of the Chief Executive Officer, Chief
Operating Officer, Chief Financial Officer and the Administrative Vice President
of the Company's wholly-owned subsidiary, RLI Insurance Company. The decisions
of the Committee are subject at all times to review or change prospectively by
those Executive Resources Committee members who are outside directors within the
meaning of Code Section 162(m).

PARTICIPANTS. Participation in the MVP Plan is limited to key employees of
the Company selected by the Executive Resources Committee as recommended by the
Chief Executive Officer and Chief Operating Officer. Eleven key officers
including the officers listed in the Proxy Statement participated in the MVP
Plan in 1996. It is anticipated the same employees will participate in 1997.

PURPOSES. In past years the Company has paid annual cash bonuses to
officers based upon achievement of the Company's annual business plan. The MVP
Plan awards officers based upon Company performance resulting in earnings in
excess of the Company's cost of capital. The MVP Plan provides incentive for
officers to allocate Company capital to those products that produce income in
excess of the cost of capital, thus increasing the Company's stock market value
potential.

DESCRIPTION. Under the MVP Plan, for each fiscal year the Company's return
on capital (as defined in the MVP Plan) is compared to the sum of the Company's
cost of capital and the Company's discretionary contribution to the ESOP, then a
specified aggregate percentage of the return excess or deficit ("MVP Bonus
Pool") is allocated among the participants for such year. The aggregate
percentage for the MVP Bonus Pool (8% for 1996), and the portion of such
aggregate allocated to individual participants for the year are each determined
by the Executive Resources Committee. The Executive Resources Committee uses
Wyatt-Watson compensation service-relative salary factors, modified by
performance and job content considerations, as recommended by the Chief
Executive Officer and the Chief Operating Officer. These percentages may vary
from year to year.

A memo account is established for each participant in the MVP Plan and the
participant's allocated percentage of the MVP Bonus Pool for each year (whether
a positive or negative amount) is annually credited to participants' accounts
without limitation. Once a year, an interest factor is credited to positive
balances and sixty percent of each participant's positive account balance is
paid out. The remaining positive balance or any negative balance is rolled into
the next year and is subject to subsequent MVP Plan results. There is no
assurance a participant will ever receive a positive balance that is rolled
over, as it may be eliminated by subsequent negative allocations. Under the MVP
Plan, rollovers may continue indefinitely and participants are never required to
repay negative balances.

The amounts anticipated to be paid pursuant to the MVP Plan for 1997 are
not currently determinable. The following table describes the amounts which
were paid to each of the named executive officers, executive officers as a
group, and the non-executive officer group under the MVP Plan in effect during
1996. Since the payments under the MVP Plan relate directly to the Company's
financial performance, the actual payments for 1997 may be significantly
different than the amounts shown in the following table:

NEW PLAN BENEFITS

KEY EXECUTIVE PERFORMANCE PLAN
----------------------------------------
NAME AND POSITION DOLLAR VALUE($)(1) NUMBER OF UNITS
---------------------------------- ------------------ ----------------

Gerald D. Stephens, $477,178 N/A
President

Jonathan E. Michael, 334,025 N/A
Executive Vice President

Terry L. Younghanz,
Senior Vice President, Underwriting, 97,424 N/A
RLI Insurance Company and Mt. Hawley
Insurance Company

Joseph E. Dondanville, 214,730 N/A
Vice President, Chief Financial Officer

Gregory J. Tiemeier,
Senior Vice President, 155,083 N/A
Operations and Technology,
RLI Insurance Company
and Mt. Hawley Insurance Company

Executive Officers as a group 1,409,664 N/A

Non-Executive Officer Employee Group 276,366 N/A

A participant who terminates employment will be eligible to receive an
award under the MVP Plan calculated as of the end of the quarter during the year
in which the termination took place, and subject to certain limitations set
forth in Exhibit A. A participant who becomes totally disabled or dies shall be
paid the then-existing balance calculated to the end of the nearest quarter.

SHAREHOLDER VOTE. The affirmative vote of the holders of at least a
majority of the shares of Common Stock of the Company present and entitled to
vote at the Annual Meeting is required for adoption of this proposal.

THE BOARD OF DIRECTORS RECOMMENDS THE SHAREHOLDERS VOTE "FOR" THE MARKET
VALUE POTENTIAL PERFORMANCE INCENTIVE PLAN.

PROPOSAL FIVE:
TO APPROVE THE STOCK OPTION PLAN FOR OUTSIDE DIRECTORS

SUMMARY OF PLAN. The following is a summary of the Outside Directors'
Stock Option Plan ("Director Plan") adopted by the Board of Directors on May 2,
1996, subject to shareholder ratification of the adoption of the Plan by the
Board of Directors. This summary is qualified in its entirety by reference to
the complete Director's Stock Option attached as Exhibit B.

Time commitments for service as a director of public companies have
increased in recent years. These increasing demands on directors' time have
greatly increased the competition for potential directors who possess the
talents, skills, judgment, personal attributes and other characteristics of an
outstanding director. This competition is especially keen for individuals who
are not associated with a company which requests their services as a director.

The Board of Directors adopted the Director Plan to provide compensation to
each director of the Company who is not a current or former employee of the
Company or its subsidiaries, in the form of a stock option grant at the time of
such director's election or appointment to the Board of Directors, and potential
future stock option grants based on Company performance. The Board of Directors
believes that the Director Plan will enhance the Company's ability to attract
and retain well-qualified individuals, enhance the long-term commitment of
outside directors to the Company, and further align their interests with the
interests of the shareholders.

Effective May 2, 1996, each outside director was granted an option to
purchase 3,000 shares of the Common Stock of the Company at an exercise price of
$22.875 per share, the closing price per share on such date. Upon the election
or appointment of an individual as an outside director, such individual shall be
granted an option to purchase 3,000 shares of the Common Stock of the Company at
the closing price per share on such date. In addition, if the Company earns
more than its cost of capital under the Company's MVP Plan for any year
beginning on or after January 1, 1996, then, as of the first business day of
February of the following year, each outside director shall be granted an option
to purchase 600 additional shares of the Common Stock of the Company at the
closing price per share on such date. The Company did earn more than its cost
of capital for 1996. Accordingly, each outside director was granted an option
to purchase 600 additional shares of the Common Stock of the Company at an
exercise price of $34.875 per share, the closing price per share on February 3,
1997. All grants of stock options made to date under the Director Plan have
been made subject to the receipt of shareholder approval of the Director Plan at
the Annual Meeting.

Each option granted under the Director Plan must be exercised within the
ten-year period beginning on the date of the grant. Except in the case of the
death, disability or the termination of an individual's status as a director, an
Option will vest and become exercisable by the holder in respect of one-third of
the underlying shares of Common Stock on each of the first, second and third
anniversaries of the grant date. In the case of the death, disability or the
termination of an individual's status as a director, an option will, to the
extent not already vested, immediately vest and become exercisable in respect of
all of the underlying shares of Common Stock.

The Director Plan is administered by the Stock Option Committee comprised
of outside directors, namely Messrs. Daenzer, Haayen, Keane, McGuinness,
Overman, and Viets.

Conditional upon shareholder ratification of adoption of the Director Plan,
an aggregate of 200,000 shares of Common Stock of the Company will be reserved
for outside directors' stock options, subject to adjustments for such matters as
stock splits and stock dividends. Shares of Common Stock covered by options
which expire unexercised under the Director Plan may not be granted to others.
The Director Plan permits the Board of Directors to terminate the Director Plan
at any time subject to any shareholder approval required to amend the Director
Plan by either the Securities and Exchange Commission or any exchange on which
the Company's shares are listed. Outside directors are not prohibited under
Illinois law from voting on any such amendment or termination.

FEDERAL INCOME TAX CONSEQUENCES. A director does not recognize
compensation income as a result of the grant of an option, but does recognize
compensation income, taxable at ordinary income rates, upon the exercise of an
option equal in amount to the excess of the fair market value of the shares
acquired upon exercise over the option exercise price paid. Concurrently, the
Company will be allowed a deduction in the same amount as the outside director
recognizes compensation income.

SHAREHOLDER VOTE. The listing requirements of the New York Stock Exchange
require that the shareholders ratify the adoption of the Director Plan. The
affirmative vote of the holders of at least a majority of the shares of Common
Stock of the Company present and entitled to vote at the Annual Meeting is
required for adoption of this proposal.

THE BOARD OF DIRECTORS RECOMMENDS THE SHAREHOLDERS VOTE "FOR" THE PROPOSED
STOCK OPTION PLAN FOR OUTSIDE DIRECTORS.

PROPOSAL SIX:
RATIFICATION OF SELECTION OF INDEPENDENT PUBLIC ACCOUNTANTS

The Board of Directors, upon the recommendation of the Audit Committee, has
selected KPMG Peat Marwick LLP ("KPMG"), the Company's independent public
accountants since 1983, to serve as the independent public accountants of the
Company for the current fiscal year if their selection is approved by the
shareholders. In view of the difficulty and expense involved in changing
auditors on short notice, if KPMG is not approved by the shareholders, it is
contemplated the appointment for the fiscal year 1997 will be permitted to stand
unless the Board of Directors finds other compelling reasons for making a
change. Disapproval of KPMG by the shareholders will be considered an
indication to the Board of Directors to select other auditors for the following
year.

Representatives of KPMG are expected to be present at the Annual Meeting
with the opportunity to make a statement, if they desire, and their
representatives are expected to be available to respond to appropriate questions
from the shareholders.

THE BOARD OF DIRECTORS RECOMMENDS THE SHAREHOLDERS VOTE "FOR" THE
APPOINTMENT OF KPMG PEAT MARWICK LLP AS INDEPENDENT PUBLIC ACCOUNTANTS OF THE
COMPANY FOR THE CURRENT YEAR.

OTHER BUSINESS

The Board of Directors knows of no other business to be presented at the
Annual Meeting; however, if any other matters do come before the meeting, it is
intended that the persons named in the proxy will vote in accordance with their
best judgment.

It is important that proxies be returned promptly so that the presence of a
quorum may be assured well in advance of the Annual Meeting, thus avoiding the
expense of follow-up solicitations. Accordingly, even if you expect to attend
the Annual Meeting, you are requested to date, execute and return the enclosed
proxy in the stamped, self-addressed envelope provided.

If you attend the meeting in person, your proxy will be returned to you on
request.

By Order of the Board of Directors

Camille J. Hensey
Corporate Secretary
Peoria, Illinois

March 26, 1997

EXHIBIT A
MARKET VALUE POTENTIAL
PERFORMANCE INCENTIVE PLAN

PLAN DESCRIPTION

1. PURPOSE OF PLAN

The purpose of this plan is to provide incentive to select key employees to
effectively utilize company capital thereby maximizing the value of
shareholder investment. This plan aligns participant compensation incentive
with the factors upon which the Company's market value is driven.

2. DEFINITIONS

2.1 "Pay Position Policy" is a statement of salary, bonus formula and
expense allowances prepared for each key employee each year as
approved by the Board of Directors of RLI Corp. at their annual
meeting. This incentive plan description is part of the pay position
policy statement and is not to be construed as an employment
agreement.

2.2 "Company" means RLI Corp.

2.3 "Participant" is a key executive of the Company designated by the
Board of Directors of the Company to be eligible for the plan.

2.4 "Plan Administration Committee" consists of the RLI Insurance
Company's Chief Executive Officer, Chief Operating Officer, Chief
Financial Officer and Administrative Vice President. The Committee is
authorized to interpret the plan and may, from time to time, adopt
such rules and regulations necessary for the administration of the
plan as it shall determine. Decisions of the Committee shall be final,
subject at all times to review or change by members of the Executive
Resources Committee who are outside directors, within the meaning of
Section 162(m) of the Internal Revenue Code, of the Board of Directors
of the Company.

2.5 "Award Year" is the Company's current fiscal year.

2.6 "Invested Capital" is the historic common and preferred stock
investment including retained earnings plus outstanding debt
instruments owned by outside parties as indicated on the Company's
year-end audited financial statements.

2.7 "Blended Cost of Capital" is defined for purpose of this plan as the
thirty-year U.S. Treasury Bill rate plus 6% modified by the Dow Jones
Property & Casualty Insurance group beta on a five-year rolling
average basis at the beginning of the year. This resulting rate is
blended prorata (comparing market capitalization of the Company's
stock with outstanding Company debt at cost or conversion price,
whichever is higher) with the coupon or interest rate actually
incurred on the outstanding debt. Should preferred stock be issued
the historic investment after-tax will be blended with the historic
common stock investment plus retained earnings.

2.8 "Actual Return" is the Company's GAAP fiscal year adjusted increase in
shareholders' equity as calculated in Section 3.

2.9 "Required Return" is equal to the beginning of the year Invested
Capital, times the Blended Cost of Capital plus the after-tax cost of
any ESOP and excess ESOP contribution for the year in accordance with
the plan provisions. This return is required before executive bonuses
are eligible for payment. Amounts in excess of the Required Return
equal Market Value Potential ("MVP") for bonus purposes.

Required Return will be adjusted quarterly on a time-weighted basis as
follows:

2.91 Beginning Invested Capital:

2.911 At the end of each quarter the increase (or decrease)
in Invested Capital, net of retained earnings, is
divided by four. The result is multiplied by the number
of quarters left in the fiscal year and added (or
subtracted) to beginning capital;

2.912 The result equals adjusted Invested Capital;

2.913 The increase (or decrease) in Invested Capital is
multiplied by the debt or equity component of the
December 31 Blended Cost of Capital;

2.914 No adjustment will be made in the fourth quarter of
the fiscal year.

A-1

2.10 "Cause" means failure to meet the Company's standards with respect to
performance of duties, excessive absenteeism, unethical behavior, or
violation of a material policy of the Company.

2.11 "Trade Secret" means information that: is used or intended for
use in a trade or business; is included or embodied in a formula,
pattern, compilation, computer software, drawing, device, method,
technique or process; is not publicly known and is not generally
known in the trade or business of the Company; cannot be readily
ascertained or derived from publicly available information; and
has significant economic value.

3. BONUS CALCULATION

3.1 For bonus purposes, MVP is quantified as below:

3.11 Company ending GAAP book value:

3.111 Plus outstanding debt instruments at end of period;

3.112 Less additional investments in the Company in the form
of stock issues (including ESOP and Excess ESOP stock
purchases from the Company) or outside debt instruments
issued during the year at issue price. This includes
acquisitions using the Company's stock or debt whether
pooled or not;

3.113 Plus any Company stock repurchases;

3.114 Plus any payment of debt principal;

3.115 Plus after-tax accrued interest paid on all outside
debt instruments;

3.116 Plus shareholder dividends paid during the year;

3.117 Plus current year after-tax accrued executive MVP
bonuses;

3.118 Plus current year after-tax accrued ESOP contribution;

3.119 Plus current year after-tax payment of preferred
dividends.

3.12 Less Company beginning GAAP book value:

3.121 Plus outstanding debt instruments at beginning of
period.

3.13 The result is the Actual Return for the Award Year.

3.2 The Actual Return less the Required Return is MVP.

3.3 Each Participant will be assigned a percent of MVP as determined
annually by the Executive Resources Committee of the Company's Board
of Directors. The assigned percent times MVP will be credited without
limit to a memo bank account for each Participant. If the Required
Return is not achieved, any amount less than the Required Return will
be charged to the Participant's bank account at the same rate without
limit.

3.4 The bonus for a Participant newly hired during the Award Year shall be
calculated prorata beginning the first day of the following month of
employment. The new Participant shall not be eligible to participate
in the plan if hired during the fourth quarter.

3.5 Bonus Bank

As MVP bonuses are calculated after-tax, the earned bonus will be
grossed up by the Company's marginal state and federal income tax rate
and credited to the Participant's bonus bank account established for
that purpose. If the Required Return is not earned, negative bonus
will be grossed up by the same tax rates and charged to the
Participant's bonus bank account. The grossed up debit or credit to
the bank will be made without limit. These calculations shall be done
immediately after the annual audit.

3.6 Interest will be paid in arrears by the Company to each Participant's
bank account once a year on any unpaid positive balance before the
current year's contribution. The interest rate applied will be the
three-year U.S. Treasury Bill rate in effect at the end of the fiscal
year.

3.7 After the Award Year bonus (or charge) and applicable interest are
posted to the Participant's bank account and upon completion of the
annual outside audit, 60% of any positive total bonus bank balance
will be paid to the Participant and the amount of such payment will
reduce the bank balance.

A-2

3.8 Positive or negative balances will be carried forward to the next year
as long as the Participant is employed by the Company. The Participant
will not be required to reimburse the Company for a negative balance
upon termination of employment or otherwise.

3.9 Upon termination of employment (including retirement in accordance
with the Company's normal retirement policies) should the
Participant's bank account balance be positive, it will be payable to
the terminated Participant subject to the following limitations:

3.91 The bank account balance of the terminated Participant will be
calculated as of the end of the quarter in which the termination
took place. The Participant's bank account balance will be at
risk from a negative MVP charge only until that time. Twenty
percent(20%) of the eligible positive balance will then be paid.
Twenty percent(20%) of the remaining balance will then be paid
twelve(12) months later. Thirty percent(30%) of the balance will
be paid at twenty-four(24) months and the balance will be paid
thirty-six(36) months after the date of termination. All payments
are subject to the following benefits and restrictions:

3.911 At the Company's fiscal year-end, if the Participant's
bank balance is positive, it will be credited in
arrears with interest at the three-year U.S. Treasury
Bill rate on that date;

3.912 During the payment period, the Participant must
cooperate with the Company and must not divulge or use
in any way, either directly or indirectly, whether or
not for personal gain, proprietary Company information
such as, but not limited to, customer lists, software,
or Company procedures. The Participant must never
disclose any Company Trade Secret;

3.913 The Participant agrees to give depositions and testify
in any court matter effecting the Company without
charging a fee. The Company will reimburse out-of-
pocket transportation, meal and lodging costs;

3.914 The Participant does not directly or indirectly solicit
Company employees to work for another company. In
addition the Participant shall not directly or
indirectly solicit any person who was employed by the
Company within six months prior to the date the
Participant's employment terminated;

3.915 The Participant shall not contact any producer of the
Company for the purpose of soliciting business away
from the Company. This restriction shall not apply to
producers already licensed and/or producing with
competitors.

4. AMENDMENT AND TERMINATION OF PLAN

The Board of Directors of the Company may at any time terminate, modify or
amend this plan. Any change shall not adversely affect the then existing
earned bonus bank of each Participant.

5. NONASSIGNABLE DEATH AND TOTAL DISABILITY

No right or interest of any Participant in the plan shall be assignable or
transferable or subject to any lien, directly, by operation of law or
otherwise, including execution, levy garnishment, attachment, pledge and
bankruptcy. In the event of a Participant's death or total disability,
payment of the then existing balance calculated to the end of the nearest
quarter shall be made to the Participant together with interest calculated
to the date of termination as described in Section 3.6. If deceased,
payment will be made to the Participant's designated beneficiary, or in the
absence of such designation, to the Participant's estate. If in the
judgment of the Plan Administration Committee the beneficiary designation
is insufficient, or if the designated beneficiary dies before all payments
due have been made, any unpaid earned bonus amount will be made in the
order noted during the lifetime of each individual beneficiary: the
Participant's spouse if living, or if not, the Participant's then living
descendants per stirpes, or if there are none, the Participant's estate.

6. TAX WITHHOLDING

The Company shall deduct from payments under this plan any applicable
Federal, state, local or other taxes including any interest, penalty or
addition, whether disputed or not.

7. HOLD HARMLESS

The Participant must hold the Company harmless from and pay any cost,
expense or fee incurred by the Company in respect to any claim, due or
demand asserted by any person, except the Company, against such
Participant's MVP bonus amount or bank account balance.

8. FUNDING

The MVP bank account balance is contingent upon future events, is unfunded,
is subject to the claims of the general creditors of the Company, may not
be assigned, sold, anticipated, pledged or otherwise transferred and shall
not be subject to the claims of the Participant, the Participant's spouse,
or their assigns. The foregoing sentence shall not relieve the Company of
its obligation to pay the bonus when due under the terms of the plan.

A-3

9. EMPLOYMENT OR RELATED AGREEMENTS

This plan shall not constitute an employment agreement between the Company
and any Participant, as consideration for or as an inducement to any
Participant to assume or remain employed by the Company. Nothing expressed
in this plan shall be deemed to grant to any Participant any right to be
retained in the service of the Company or to interfere with the right of
the Company other than as limited by any written employment agreement
between the Company and the Participant to the contrary. Nothwithstanding
any provision of the plan to the contrary, no Participant shall earn any
benefit under this plan unless such Participant satisfies all conditions
applicable to such Participant and such Participant's benefit to the
subjective satisfaction of the Company.

10. EFFECTIVE DATE

The effective date of the plan is January 1, 1996.

11. APPLICABLE LAW

The validity and interpretation of the plan and all matters relating to it
shall be determined under, and construed according to, the laws of the
State of Illinois.

12. INVALID PROVISION

If any term or provision of this plan or its application to any person or
circumstance will to any extent be held invalid or unenforceable, the
remainder of this plan, or the application of such term or provision to
such person or circumstance other than that as to which is invalid or
unenforceable, will not be effected. Each term or provision of this plan is
valid and will be enforced to the fullest extent permitted by law.

13. NOTICES

All notices, requests, communications and demands shall be in writing and
shall be deemed to have been duly given if delivered in person or sent by
registered or certified mail, postage prepaid, to the Company at its
principal place of business, or to such other address as the Company shall
periodically designate by written notice. In the case of the Participant,
notice shall be mailed to the Participant's last known principal place of
residence or to such other address as the Participant shall periodically
designate by written notice.

14. VENUE

As a substantial portion of the duties and obligations of the parties
created by the plan are performable in Peoria, Illinois, it shall be the
sole and exclusive venue for any arbitration, litigation, special
proceedings, or other proceedings between the parties in connection with
the plan.

15. WAIVER

The waiver by the Company of any breach of this plan, whether in a single
instance or repeatedly, shall not be construed as a waiver of rights under
the plan. Such breach shall not be construed as a waiver by the Company to
strictly adhere to the terms and conditions of this plan, nor as a waiver
of any claim for damages or other remedy by reason of any such breach.

A-4

EXHIBIT B
RLI CORP./NAME OF DIRECTOR
DIRECTOR'S STOCK OPTION

TABLE OF CONTENTS

I. RECITALS: . . . . . . . . . . . . . . . . . . . . . . . . B-2
A. Purposes . . . . . . . . . . . . . . . . . . . . . . . B-2
B. Tax Law . . . . . . . . . . . . . . . . . . . . . . . B-2
C. Securities Law . . . . . . . . . . . . . . . . . . . . B-2

II. AGREEMENTS:. . . . . . . . . . . . . . . . . . . . . . . . B-2
1. GRANT . . . . . . . . . . . . . . . . . . . . . . . . B-2
2. PRICE . . . . . . . . . . . . . . . . . . . . . . . . B-2
3. EXERCISE PERIOD . . . . . . . . . . . . . . . . . . . B-2
4. EXERCISE SCHEDULE . . . . . . . . . . . . . . . . . . B-2
4.1 Transferability. . . . . . . . . . . . . . . . . B-3

5. EXERCISE PROCEDURES . . . . . . . . . . . . . . . . . B-3
5.1 Exercise . . . . . . . . . . . . . . . . . . . . B-3
5.2 Certificate. . . . . . . . . . . . . . . . . . . B-3
6. BENEFICIARY . . . . . . . . . . . . . . . . . . . . . B-3
7. GENERAL . . . . . . . . . . . . . . . . . . . . . . . B-3
7.1 Amendment. . . . . . . . . . . . . . . . . . . . B-3
7.2 Governing Law. . . . . . . . . . . . . . . . . . B-3
7.3 Incorporation by Reference . . . . . . . . . . . B-3
7.4 Interpretive Guidelines. . . . . . . . . . . . . B-3
7.5 Invalid Provision. . . . . . . . . . . . . . . . B-4

8. GLOSSARY. . . . . . . . . . . . . . . . . . . . . . . B-4
Code . . . . . . . . . . . . . . . . . . . . . . . . B-4
Disabled. . . . . . . . . . . . . . . . . . . . . . . B-4
Execution Date. . . . . . . . . . . . . . . . . . . . B-4
Fair Market Value . . . . . . . . . . . . . . . . . . B-4
Grant Date. . . . . . . . . . . . . . . . . . . . . . B-4
Parties . . . . . . . . . . . . . . . . . . . . . . . B-4
Person. . . . . . . . . . . . . . . . . . . . . . . . B-4
Plan . . . . . . . . . . . . . . . . . . . . . . . . B-4
RLI . . . . . . . . . . . . . . . . . . . . . . . . B-4
Securities Law. . . . . . . . . . . . . . . . . . . . B-4
Stock Option Committee. . . . . . . . . . . . . . . . B-4
Transfer. . . . . . . . . . . . . . . . . . . . . . . B-4

III. EXECUTION: . . . . . . . . . . . . . . . . . . . . . . . . B-5

B-1

THIS RLI CORP./NAME OF DIRECTOR DIRECTOR'S STOCK OPTION ("Option") is issued to
Name of Director ("(Name of Director)") pursuant to the RLI Corp. ("RLI") Stock
Option Plan ("Plan") at Peoria, Illinois.

I. RECITALS:

A. PURPOSES

The Board of Directors adopted the Directors' Stock Option Plan to provide
compensation, in the form of stock options, to each director of RLI who is
not an employee of RLI at the time of such director's election or selection
to the Board of Directors in an effort to enhance RLI's ability to attract
and retain well-qualified individuals to serve as directors of RLI. The
Board of Directors believes that the Directors' Stock Option Plan will also
enhance the long-term commitment of outside directors to RLI and further
align their interests with the interests of the shareholders.

B. TAX LAW

This Option is granted pursuant to the Plan and is not an "incentive stock
option" as defined in Code Section 422 INCENTIVE STOCK OPTION.
Accordingly, upon the exercise of this option, (Name of Director) must
recognize income equal to the difference between the purchase price for the
shares and the option price for the shares.

C. SECURITIES LAW

The Plan and any Option Share issuable pursuant to this Option comply with
all Securities Laws.

II. AGREEMENTS:

NOW, THEREFORE, (Name of Director) and RLI agree as follows:

1. GRANT

Effective May 2, 1996, subject to shareholder ratification of the
adoption of the Plan by the Board of Directors, RLI hereby grants to
(Name of Director) an option ("Option") to purchase three thousand
(3,000) shares of RLI ("Option Shares").

If any change in the outstanding shares occurs by reason of any stock
split, dividend, split-up, split-off, spin-off, recapitalization,
merger, consolidation, rights offering, reorganization, combination or
exchange of shares, a sale by RLI of all of its assets, any
distribution to shareholders other than a normal cash dividend, or
other extraordinary or unusual event, the number of Option Shares
shall automatically be equitably adjusted by the Stock Option
Committee to reflect any such change.

2. PRICE

The price in respect of each Option Share shall be an amount equal to
the Fair Market Value of such Option Share on the Grant Date.

3. EXERCISE PERIOD

(Name of Director) must exercise this Option before the expiration of
the ten (10) year period beginning on the Grant Date.

4. EXERCISE SCHEDULE

Except in the case of (Name of Director)'s death, Disability or
termination of (Name of Director)'s status as a director of RLI, this
Option may not be exercised for more than the percentage of the
aggregate number of Option Shares, determined by the number of full
years from the Grant Date to the date of such exercise, in accordance
with the following Option exercise schedule:

CUMULATIVE PERCENTAGE
COMPLETED YEARS OF OPTION SHARES THAT MAY
FROM GRANT DATE BE EXERCISED
----------------------------------------------------------
Less than 1 year 0%
1 but less than 2 years up to 33%
2 but less than 3 years up to 66%
3 but less than 4 years up to 100%

In the case of (Name of Director)'s death, Disability or the termination of
(Name of Director)'s status as a director of RLI, the preceding Option exercise
schedule shall not be applicable and (Name of Director) may exercise this Option
with respect to all Option Shares.

B-2

4.1 TRANSFERABILITY

This Option may not be Transferred by (Name of Director) otherwise
than by will or the laws of descent and distribution without the
consent of the Stock Option Committee.

Upon the death of (Name of Director) while a director of RLI, this
Option may be exercised by the estate of (Name of Director) or by a
Person who acquired the right to exercise such Option by bequest or
inheritance, or by reason of the death of (Name of Director).

5. EXERCISE PROCEDURES

(Name of Director) must satisfy the conditions expressed in the following
Sections with respect to the exercise of this Option.

5.1 EXERCISE

This Option must be exercised by written notice from (Name of
Director) to RLI at 9025 North Lindbergh Drive, Peoria, Illinois,
61615, or its then current principal office, Attention: Vice
President/Administration. The notice must express the number of
Option Shares for which this Option is being exercised and must be
accompanied by certified funds in the amount of the Option price. If
this Option is exercised other than by (Name of Director), such Person
shall provide evidence of authority to exercise this Option as counsel
to RLI may periodically request.

5.2 CERTIFICATE

Subject to the satisfaction of the conditions expressed in the
following paragraphs, a certificate for the Option Shares will be
issued as soon as reasonably practical.

RLI need not issue a certificate until RLI has complied with all
requirements of the Securities Laws, rules of any stock exchange on
which RLI's shares may then be listed, and all applicable Federal and
state laws in connection with the issuance or sale of such Option
Shares or the listing of such Option Shares on any such exchange.
Until the issuance of the certificates for such Option Shares, (Name
of Director) shall have no rights of a shareholder with respect to the
Option Shares or this Option.

If no registration statement under the Securities Laws is in effect
covering the issuance of the Option Shares to (Name of Director), the
certificate must bear a legend to the effect that the Option Shares
cannot be Transferred in the absence of such a registration statement
or an opinion of counsel satisfactory to RLI that such registation is
not required, coupled with a representation from (Name of Director)
that the Option Shares are being acquired by (Name of Director) for
investment and not with a view toward the resale or distribution
thereof, and that the Option Shares will not be Transferred in the
absence of such registration statement or an opinion of counsel
satisfactory to RLI that such registration is not required.

6. BENEFICIARY

(Name of Director) may designate a beneficiary of this Option. If (Name of
Director) fails to designate a beneficiary, (Name of Director)'s Option
will be distributed to the individuals expressed in the following phrases
and in the order in which each sentence appears. (Name of Director)'s
spouse; (Name of Director)'s then living descendants, per stirpes; the
individuals entitled to inherit (Name of Director)'s property under the law
of the State of Illinois and in the proportions determined under such law.

7. GENERAL

7.1 AMENDMENT

This Option may be periodically amended with the consent of the
Parties.

7.2 GOVERNING LAW

The validity, construction, interpretation and effect of this
instrument shall exclusively be governed by and determined in
accordance with the law of the State of Illinois, except to the extent
preempted by Federal law, which shall to the extent govern.

7.3 INCORPORATION BY REFERENCE

The terms and provisions of the Plan are hereby incorporated herein by
this reference.

7.4 INTERPRETIVE GUIDELINES

The Stock Option Committee shall interpret and construe this Option,
which interpretation and constructions shall be conclusive and binding
on the Parties and any other Person claiming an interest in respect of
(Name of Director).

The words and phrases set off by quotation marks in the GLOSSARY have
the meanings therein indicated. Any word or phrase which appears in
this Plan in parenthesis, set off by quotation marks and capitalized,
has the meaning denoted by its context.

B-3

Whenever the words and phrases defined either in the GLOSSARY or
elsewhere in this Plan are intended to have their defined meanings,
the first letter of such word or the first letters of all substantive
words in such phrase will be capitalized. When the context permits, a
word or phrase used in the singular means the plural, and when used in
any gender, its meaning also includes all genders. Captions of
Sections are inserted as a matter of convenience only and do not
define, limit or extend the scope or intent of this Plan or any
provision hereof.

7.5 INVALID PROVISION

If any term or provision of this Option, or the application thereof to
any Person or circumstance will, to any extent, be invalid or
unenforceable, the remainder of this Option, or the application of
such term or provision to such Person or circumstance other than that
as to which it is invalid or unenforceable, will not be affected, and
each term and provision of this Option will be valid and will be
enforced to the fullest extent permitted by law.

8. GLOSSARY

"Code" means the Internal Revenue Code of 1986, as may periodically be
amended.

"Disabled" means the state of being unable to engage in any substantial
gainful activity by reason of any medically determinable physical or mental
impairment which can be expected to result in death or which has lasted, or
can be expected to last, for a continuous period of not less than twelve
(12) months.

"Execution Date" means the date on which the last Party to sign this Option
signs this Option.

"Fair Market Value" means, in respect of any share of RLI, the closing
price on such date or on the next business date, if such date is not a
business day, of a share of RLI reflected in THE WALL STREET JOURNAL or any
other publication selected by the Stock Option Committee; however, if
shares of RLI shall not have been traded on the New York Stock Exchange for
more than ten (10) days immediately preceding such date, or if deemed
appropriate by the Stock Option Committee for any other reason, the fair
market value of shares of RLI shall be determined by RLI in such other
manner as it may deem appropriate.

"Grant Date" means May 2, 1996.

"Parties" means (Name of Director) and RLI.

"Person" means an individual, partnership, corporation, unincorporated
organization, limited liability company, a government or any department or
agency thereof, or any combination of the foregoing.

"Plan" means the RLI Corp. Directors' Stock Option Plan, as periodically
amended or restated.

"RLI" means RLI Corp. or its successor.

"Securities Laws" means collectively (a) the Securities Act of 1933, as
periodically amended, 15 U.S.C. Section 77a, ET SEQ., (b) the Securities
Exchange Act of 1934, as periodically amended, 15 U.S.C. Section 78a, ET
SEQ., including Rule 16(b)-3; (c) any subsequent federal legislation and
(d) any state legislation regulating the sale of any security.

"Stock Option Committee" means a committee comprised of the outside members
of the Board of Directors of RLI.

"Transfer" means any direct or indirect, voluntary or involuntary, for
value, by operation of law or otherwise, assignment, or other disposition
of any direct or indirect, economic or legal interest in, including but not
limited to, any security interest in or with respect to either any Option
Share or this Option.

B-4

III. EXECUTION:

Executed in duplicate at Peoria, Illinois, on the Execution Date effective
May 2, 1996.

RLI: (Name of Director):

RLI Corp. ------------------------------------------
Name of Director

By:
------------------------------

Its:
-----------------------------

Dated: Dated:
-------------------------- ---------------------------

B-5

Page 1 of 2

(LOGO) PROXY

RLI CORP.
9025 North Lindbergh Drive
Peoria, Illinois 61615

THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS

The undersigned hereby appoints Gerald D. Stephens, John S. McGuinness
and William R. Keane as Proxies, each with the power to appoint his
substitute, and hereby authorizes them, or any one or more of them, to
represent and to vote, as designated below, the shares of Common Stock of RLI
Corp. held of record by the undersigned on March 3, 1997, at the Annual
Meeting of Shareholders to be held on May 1, 1997 or any adjournments thereof.

THE BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR" THE FOLLOWING PROPOSALS:

1. ELECTION OF CLASS I DIRECTORS
(mark one):

FOR ALL NOMINEES LISTED BELOW / /
(except as marked to the contrary below)

WITHHOLD AUTHORITY / /
to vote for all nominees listed below

(INSTRUCTION: To withhold authority to vote for any individual nominee,
write that nominee's name on the space provided below):

_____________________________________________________________________________
NOMINEES: BERNARD J. DAENZER, RICHARD J. HAAYEN, JONATHAN E. MICHAEL AND
EDWARD F. SUTKOWSKI

2. APPROVE AN AMENDMENT TO THE COMPANY'S ARTICLES OF INCORPORATION TO
AUTHORIZE A NEW CLASS OF PREFERRED STOCK:

/ / / / / /
FOR AGAINST ABSTAIN

3. APPROVE AN AMENDMENT TO THE COMPANY'S ARTICLES OF INCORPORATION TO REQUIRE
THE AFFIRMATIVE VOTE OF AT LEAST A MAJORITY OF THE OUTSTANDING SHARES
ENTITLED TO VOTE ON SUBSEQUENT AMENDMENTS TO THE ARTICLES:

/ / / / / /
FOR AGAINST ABSTAIN

4. APPROVE THE MARKET VALUE POTENTIAL PERFORMANCE INCENTIVE PLAN:
/ / / / / /
FOR AGAINST ABSTAIN

5. APPROVE THE STOCK OPTION PLAN FOR OUTSIDE DIRECTORS:

/ / / / / /
FOR AGAINST ABSTAIN

6. APPROVE THE APPOINTMENT OF KPMG PEAT MARWICK LLP AS THE INDEPENDENT PUBLIC
ACCOUNTANTS OF THE COMPANY:

/ / / / / /
FOR AGAINST ABSTAIN

(PLEASE DO NOT FOLD - DATE AND SIGN REVERSE SIDE)

Page 2

7. In their discretion, the Proxies are authorized to vote upon such other
business as may properly come before the meeting.

This Proxy, when properly executed, will be voted in the manner directed
herein by the undersigned shareholder.

IF NO DIRECTION IS GIVEN, THIS PROXY WILL BE VOTED FOR EACH OF THE
NOMINEES LISTED ABOVE AND FOR EACH OF PROPOSALS 2, 3, 4, 5 and 6.

DATED: ______________________________, 1997

______________________________________
Signature

______________________________________
Signature if held jointly

Please sign exactly as your name
appears hereon. Joint owners
should each sign personally.
Corporate officers, executors,
administrators, trustees, etc.,
should so indicate when signing.

PLEASE MARK, SIGN, DATE AND RETURN THE PROXY CARD PROMPTLY USING THE ENCLOSED
ENVELOPE.