8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C.  20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934

Date of report (Date of earliest event reported)	June 11, 2009
The Navigators Group, Inc.
(Exact Name of Registrant as Specified in Charter)

Delaware	0-15886	13-3138397
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(IRS Employer Identification No.)
One Penn Plaza, New York, NY		10119
(Address of Principal Executive Offices)		(Zip Code)

Registrant’s telephone number, including area code   (914) 934-8999

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

As reported in its press release dated June 11, 2009, which is filed with this report as Exhibit 99.1, the Company announced that Bruce J. Byrnes has been appointed as Senior Vice President, General Counsel and Chief Compliance Officer of the Company.  In connection with his offer of employment, Mr. Byrnes entered into a letter agreement with the Company, a copy of which is filed with this report as Exhibit 99.2 and incorporated herein by reference.

Prior to joining the Company, Mr. Byrnes, 41, held the position of General Counsel at PXRE Reinsurance Company from 2001 until it merged with Argonaut Group, Inc., at which point he joined Hudson Insurance Capital Partners, an insurance industry focused private equity fund, as Principal, Chief Operating Officer & General Counsel.  Prior to joining PXRE, Mr. Byrnes had practiced law in New York law firms, including Morgan, Lewis & Bockius and Baker & McKenzie, specializing in corporate and insurance matters since 1993. He is a graduate of Brooklyn Law School (J.D.) and State University of New York at Binghamton (B.A.).

Item 9.01. Financial Statements and Exhibits

(d)	Exhibits
99.1	Press Release dated June 11, 2009 Announcing New General Counsel/Chief Compliance Officer.
99.2	Letter Agreement with Bruce J. Byrnes.

2

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

THE NAVIGATORS GROUP, INC.
By:	/s/ Emily B. Miner
	Name:	Emily B. Miner
	Title:	Secretary

Date: June 16, 2009

EXHIBIT INDEX

Exhibit No.	Exhibit
99.1	Press Release dated June 11, 2009 Announcing New General Counsel/Chief Compliance Officer.
99.2	Letter Agreement with Bruce J. Byrnes.

EX-99.1

Exhibit 99.1

	The Navigators Group, Inc. CORPORATE NEWS
Navigators Hires General Counsel / Chief Compliance Officer

NEW YORK, June 11, 2009 (BUSINESS WIRE)—The Navigators Group, Inc. (NASDAQ:NAVG) today announced that it has appointed Bruce J. Byrnes as Senior Vice President, General Counsel and Chief Compliance Officer. Mr. Byrnes will be responsible for Legal, Internal Audit, State Filings / Licensing and Compliance. He will report to Navigators President and Chief Executive Officer Stan Galanski.

Prior to joining Navigators, Mr. Byrnes held the position of General Counsel at PXRE Reinsurance Company from 2001 until it merged with Argonaut Group, Inc., at which point he joined Hudson Insurance Capital Partners, an insurance industry focused private equity fund, as Principal, Chief Operating Officer & General Counsel. Prior to joining PXRE, Mr. Byrnes had practiced law in New York law firms, including Morgan, Lewis & Bockius and Baker & McKenzie, specializing in corporate and insurance matters since 1993. He is a graduate of Brooklyn Law School (J.D.) and State University of New York at Binghamton (B.A.).

"The importance of an experienced leader as Chief Compliance Officer cannot be overstated,” said Mr. Galanski. “We are pleased to welcome Bruce to Navigators and believe his unique combination of legal background, financial skills and business management experience will be a valuable asset for the Company."

The Navigators Group, Inc. is an international specialty insurance holding company with insurance company operations, underwriting management companies, and operations at Lloyd's of London. Headquartered in New York City, Navigators has offices in major insurance centers in the United States, the United Kingdom and Continental Europe.

This press release may contain “forward-looking statements” as defined in the Private Securities Litigation Reform Act of 1995. Whenever used in this release, the words “estimate,” “expect,” “believe,” “may,” “will,” “intend,” “continue” or similar expressions are intended to identify such forward-looking statements. We cannot assure that results that we anticipate will be achieved, since results may differ materially because of known and unknown risks and uncertainties that we face. Please refer to Navigators’ most recent Forms 10-K and 10-Q and its other filings with the Securities and Exchange Commission for a description of Navigators’ business and the important factors that may affect that business. Navigators undertakes no obligation to publicly update or revise any forward-looking statement.

CONTACT

Media Inquires:

Taha Ebrahimi

914-933-6209

tebrahimi@navg.com

www.navg.com

EX-99.2

Exhibit 99.2

June 3, 2009

Mr. Bruce J. Byrnes

Dear Bruce,

We are pleased to extend an offer of employment to join The Navigators Group, Inc. (the “Company”), as General Counsel of Navigators Insurance, in our office located in Rye Brook.  We believe this is an exceptional opportunity for you to join a profitable, growing and dynamic public company.

The terms of your offer are as follows:

·   You will be reporting to Stan Galanski.

·   The annual base salary for this position is $325,000 per year. Salary is paid on a semi-monthly basis on the 15th and last day of each month.

·   You will be awarded a stock grant consisting of 2,500 shares of restricted common stock in The Navigators Group, Inc.  This stock will vest 25% annually over a four year period, with the first 25% vesting twelve months from the commencement of your employment.

·   Your target bonus for the 2009 calendar year is 85% of your base salary. Your actual bonus payment will be based on a combination of individual (50%) and corporate (50%) results. Forty percent of any bonus compensation you receive will be paid on a deferred basis in the form of Navigators stock which vests over four years in accordance with the terms of the Company’s stock plan. There is no guarantee and it will be paid on 3/20/2010.

·   All amounts of compensation paid to you will be paid subject to applicable taxes and deductions.

·   4 weeks vacation.

·   You will be eligible to participate in all benefits plans and programs of the Company including Medical, Dental, Life Insurance, 401k, Money Purchase Plan, Employee Stock Purchase Plan, Educational Assistance and Employee Assistance Plan in accordance with the terms and conditions of the plan documents. The Company reserves the right to amend, modify or terminate any of its benefit and compensation plans and programs at any time in its sole discretion. Nothing in this letter should be construed as a guarantee of any particular level of benefits or of your participation in any benefit plan.

·   As is our Company policy, all new employees are on a probationary period for the first 90 days of employment.

·   This offer is contingent upon the successful completion of pre-employment drug screening and background check.  Additionally we require that you provide proof of your annual salary from your previous employer via your last pay statement or W2 form.  If you fail to satisfy any of the conditions, the Company reserves the right to rescind an outstanding offer of employment or terminate your employment without notice.

The specific terms of your employment and benefits are governed by the Navigators Employee Manual, a copy of which is included herein together with all the appropriate group benefit enrollment forms for your review.

This offer is not a guarantee, and nothing in this offer should be construed as a guarantee of employment for a specific period of time.  You will be an employee at will and you or the Company may terminate the employment relationship at any time with or without cause.

If you accept this offer:

1.   You must get a screening test for illegal drugs at least 5 days before your start date. The information on the facility is in the packet to follow. If you have questions please call Human Resources at (914) 934-8999.

2.   You should contact Christine Dunn  (cdunn@navg.com) HR Associate, at least 5 business days prior to your start date for instructions on how to enter information required by Sterling Testing for your background check

3.   Please inform Human Resources and your manager of your confirmed start date. Once you join Navigators you will attend an orientation session where you will receive additional information about benefits and programs.

Please do not hesitate to call with any questions you may have about the terms of the offer or the Company as a whole.  On behalf of Navigators, I sincerely hope you accept our employment offer. Upon acceptance of the position, please return one signed copy of this letter to Human Resources, Navigators Management Company, Inc. Reckson Executive Park, 6 International Drive Suite 100, Rye Brook, New York 10573.We are excited about having you join the Navigators team.  I hope you find our offer attractive, and look forward to your coming on board.

Very truly yours,

/s/

Stanley A. Galanski

President and Chief Executive Officer

ACCEPTED:	/s/ Bruce J. Byrnes	DATE:	June 3, 2009
	Bruce J Byrnes