Executive Resources Committee Charter


The Executive Resources Committee is responsible to the Board of Directors for (1) reviewing and providing advice regarding an Executive Compensation Policy and the execution thereof; (2) reviewing and providing advice regarding the Company's management development and succession planning; (3) monitoring compensation actions by management below the executive level; (4) producing an annual report on executive compensation for inclusion in the Company's proxy statement, in accordance with applicable rules and regulations; and (5) supervising the implementation and operation of the Company's (i) Employee Welfare Benefit Plans (as defined in ERISA Section 3(1) ), and (ii) Employee Pension Benefit Plans (as defined in Section 3(2) ), specifically excluding, however, the Company's Employee Stock Ownership Plan and Trust.


The Executive Resources Committee shall consist of at least three members, all of whom shall be Independent Directors, (as defined in the RLI Corp. Corporate Governance Guidelines) one of whom shall serve as Chair of the Committee. Committee members shall be nominated by the Nominating/Corporate Governance  Committee, elected by the Board and may be removed from the Committee at any time, with or without cause.

Principal Functions & Responsibilities


*       Review and evaluate, at least annually, the corporate goals and objectives, the performance (in light of the corporate goals and objectives) and the leadership of the Chief Executive Officer and determine compensation actions affecting the Chief Executive Officer.

*       Review with the Chief Executive Officer his/her evaluation of the performance of the Senior Corporate Executives and recommend to the Board all compensation actions affecting the Senior Corporate Executives. For purposes of administering this charter, the Senior Corporate Executives shall be mutually determined by the Chief Executive Officer and the Executive Resources Committee.

*       Determine and approve annually the Company's financial goals for the Market Value Potential Plan.

*       Review and approve (or recommend changes by the Board of Directors, if appropriate) the Company's long-term incentive programs and plans and equity-based plans.

*       Review annual reports disclosing all direct and indirect compensation paid to key officers.

*       Sole authority to select, on such terms and conditions for such fees and at such times as the Committee shall periodically determine to be appropriate, and to terminate any outside consultant with respect to the Company's Executive Compensation Policy, executive compensation and other means of compensating any one or more of the Company's executives.

*       Review annually management's summary report on all other officer and key management compensation actions.

Management Development:

*       Review annually the process and results for identifying key executive managers of the Company.

*       Review annually the Company's key employee management development actions and succession plan.

*       Review annually with the Board of Directors the Company's succession plan, including those plans for emergency succession in cases of the unexpected disability, of the Chief Executive Officer.


The Committee will prepare and, through its Chair, submit periodic reports of the Committee’s work and findings to the Board of Directors.  Said report will contain recommendations for Board actions when appropriate.

Annual Performance Review

The Committee shall develop and conduct, at least annually, an assessment of the Committee’s performance on a continuing basis, individually and collectively.

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Revised March 7, 2003