Item 5.03Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

On May 7, 2020, the shareholders of RLI Corp. (the "Company") approved an amendment to the Company's Amended and Restated Certificate of Incorporation to increase the number of authorized shares of common stock from 100 million to 200 million. The amendment was effective May 7, 2020, upon the Company filing Amended and Restated Certificate of Incorporation with the Delaware Secretary of State.

The foregoing description of the amendment to the Company's Amended and Restated Certificate of Incorporation is not complete and is qualified in its entirety by reference to the Company's Amended and Restated Certificate of Incorporation which is attached hereto as Exhibit 3.1 to this Form 8-K and incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits.





(d) Exhibits




Exhibit No.                                 Description

3.1              Amended and Restated Certificate of Incorporation of RLI Corp.,
               effective May 7, 2020.
104            Cover Page Interactive Data File (embedded within the Inline XBRL
               document).

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