S-8

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As filed with the Securities and Exchange Commission on July 26, 2002

Registration No. 333-            

SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549

FORM S-8

REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933

THE NAVIGATORS GROUP, INC.
(exact name of registrant as specified in its charter)

Delaware	13-3138397
(state or other jurisdiction of	(I.R.S employer
incorporation or organization)	identification number)

One Penn Plaza
New York, New York 10119
(address of principal executive offices)

The Navigators Group, Inc. 2002 Stock Incentive Plan
(full title of the plan or agreement)

Copies to:

Bradley D. Wiley
Senior Vice President,
Chief Financial Officer and Secretary
The Navigators Group, Inc.
One Penn Plaza
New York, New York 10119
(212) 244-2333 Marc M. Tract, Esq.
Katten Muchin Zavis Rosenman
575 Madison Avenue
New York, New York 10022
(212) 940-8800

(name, address and telephone number of agent for service)

CALCULATION OF REGISTRATION FEE

Title of Securities to Be Registered	Amount to be Registered(1)	Proposed Maximum Offering Price Per Share(2)	Proposed Maximum Aggregate Offering Price(2)	Amount of Registration Fee
Common Stock, par value $0.10 per share	1,000,000	$24.54	$24,540,000	$2,258

(1)

Pursuant to Rule 416 under the Securities Act of 1933, as amended, this Registration Statement covers, in addition to the number of shares stated above, an indeterminate number of shares which may be issued pursuant to the 2002 Stock Incentive Plan listed above as the result of any future stock split, stock dividend or similar adjustment of the Common Stock.

(2)

Estimated solely for the purpose of calculating the registration fee; computed, pursuant to Rule 457(c), upon the basis of the average of the high and low prices of the Common Stock on the Nasdaq National Market on July 23, 2002.

PART I

INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

        The document(s) containing the information specified in Part I will be sent or given to employees as specified by Rule 428(b)(1) under the Securities Act of 1933, as amended (the "Securities Act"). Such documents are not being filed with the Securities and Exchange Commission (the "Commission") either as part of this Registration Statement or as prospectuses or prospectus supplements pursuant to Rule 424 of the Securities Act. Such documents and the documents incorporated by reference in this Registration Statement pursuant to Part II, Item 3, taken together, constitute a prospectus that meets the requirements of Section 10(a) of the Securities Act.

I-1

PART II

INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE

        The Navigators Group, Inc. (the "Company") is subject to the informational requirements of the Securities Exchange Act of 1934, as amended (the "Exchange Act") and, in accordance therewith, files reports and other information with the Commission. The following documents, or portions thereof, filed by the Company with the Commission pursuant to the Exchange Act are incorporated by reference in this Registration Statement:

        a. The Company's Annual Report on Form 10-K for the fiscal year ended December 31, 2001, filed with the Commission on March 29, 2002;

        b. The Company's Quarterly Report on Form 10-Q for the quarter ended March 31, 2002, filed with the Commission on May 15, 2002; and

        c. The information in respect of the Company's common stock, par value $.10 per share, under the caption "Description of Capital Stock" contained in the Company's Registration Statement on Form S-1 (Registration No. 33-5667) filed with the Commission on May 13, 1986, as amended.

        All documents subsequently filed by the Company pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act, prior to the filing of a post-effective amendment hereto indicating that all securities offered have been sold or which deregisters all securities then remaining unsold, shall be deemed to be incorporated by reference in this Registration Statement and to be a part of this Registration Statement from the respective dates of filings of such documents.

ITEM 4. DESCRIPTION OF SECURITIES

        Not applicable.

ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL

        Marc M. Tract, a partner of Katten Muchin Zavis Rosenman, New York, New York, which serves as counsel to the Company, is a director of the Company and is the owner of 5,699 shares of the Company's common stock. Mr. Tract may be deemed to have beneficial ownership over 1,002,526 shares of the Company's common stock, as trustee under certain instruments of trust for the benefit of Terence N. Deeks' children and grandchildren. Mr. Deeks is the Company's Chairman and Chief Executive Officer.

ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS

        Section 145 of the Delaware General Corporation Law (the "DGCL") provides that a Delaware corporation may indemnify any person who is, or is threatened to be made, a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative (other than an action by or in the right of such corporation), by reason of the fact that such person is or was an officer, director, employee or agent of such corporation, or is or was serving at the request of such corporation as a director, officer, employee or agent of another corporation or enterprise. The indemnity may include expenses (including attorneys' fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by such person in connection with such action, suit or proceeding, provided such person acted in good faith and in a manner he reasonably believed to be in or not opposed to the corporation's bests interests and, with respect to any criminal action or proceeding, had no reasonable cause to believe that his conduct was unlawful. Section 145 also provides that a Delaware corporation may indemnify any person who was or is a party, or is threatened to be

II-1

made a party to any threatened, pending or completed, action or suit by or in the right of the corporation by reason of the fact that such person is or was a director, officer, employee or agent of such corporation, or enterprise or is or was serving at the request of such corporation as a director, officer, employee or agent of another corporation or enterprise. The indemnity may include expenses (including attorneys' fees) actually and reasonably incurred by such person in connection with the defense or settlement of such action or suit, provided such person acted in good faith and in a manner he reasonably believed to be in or not opposed to the corporation's best interest, except that no indemnification is permitted without judicial approval if such person is adjudged to be liable to the corporation. Where an officer or director is successful on the merits or otherwise in the defense of any action referred to above, the corporation must indemnify him against the expenses which such officer or director has actually and reasonably incurred.

        Section 145 of the DGCL also provides, in general, that a corporation shall have the power to purchase and maintain insurance on behalf of any person who is or was a director or officer of the corporation against any liability asserted against the person in any such capacity, or arising out of the person's status as such, whether or not the corporation would have the power to indemnify the person against such liability under the provisions of the law.

        Article Seventh of the Company's Restated Certificate of Incorporation, as amended, provides that the Company shall indemnify all persons who it may indemnify to the fullest extent allowable under the DGCL.

        Article V, Section 10 of the Company's Bylaws provides that the Company shall indemnify any person who is a party to any action, suit, or proceeding by reason of the fact that he, his testator or intestate, is or was a director, officer or employee of the Company or of any company which he served as such at the Company's request, against reasonable expenses (including attorneys' fees) actually and necessarily incurred by him in connection with the defense of such action, suit, or proceeding, or in connection with the appeal thereof, except in relation to matters as to which it shall be adjudged in such action, suit or proceeding that such officer, director or employee is liable for negligence or misconduct in the performance of his duties.

        The Company's Bylaws further provide that the indemnification described therein is not exclusive, and shall not exclude any other rights to which those seeking to be indemnified may be entitled under law.

        In addition, the Company maintains directors' and officers' liability insurance under which the Company's directors and officers are insured against loss (as defined in the policy) as a result of claims brought against them for their wrongful acts in such capacities.

ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED

        Not applicable.

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ITEM 8. EXHIBITS

Exhibit No.		Description
4.1	*	Restated Certificate of Incorporation of The Navigators Group, Inc.
4.2	*	Certificate of Amendment to the Certificate of Incorporation of The Navigators Group, Inc.
4.3		Bylaws of The Navigators Group, Inc. (Incorporated by reference to Exhibit 3.3 of The Navigators Group, Inc.'s Registration Statement on Form S-1 filed on May 13, 1986 (Registration No. 33-5667)).
4.4		Specimen of Common Stock certificate, par value $.10 per share, of The Navigators Group, Inc. (Incorporated by reference to Exhibit 4.1 to Amendment No. 1 to Navigators' Form S-1 filed on June 17, 1986 (Registration No. 33-5667)).
5	*	Opinion of Katten Muchin Zavis Rosenman.
23.1	*	Independent Auditor's Consent.
23.2	*	Consent of Katten Muchin Zavis Rosenman (Included in Exhibit 5 above).
24	*	Powers of Attorney (Included on page II-6).
99		The Navigators Group, Inc. 2002 Stock Incentive Plan effective May 30, 2002 (Incorporated by reference to The Navigators Group, Inc.'s Proxy Statement relating to the 2002 Annual Meeting of Stockholders).

*

Filed herewith

ITEM 9. UNDERTAKINGS

        1. The undersigned registrant hereby undertakes (1) to file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement to include any material information with respect to the plan of distribution not previously disclosed in this registration statement or any material change to such information in this registration statement; (2) that, for the purpose of determining any liability under the Securities Act, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof; and (3) to remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering.

        2. The undersigned registrant hereby undertakes that, for purposes of determining any liability under the Securities Act, each filing of the registrant's annual report pursuant to Section 13(a) or 15(d) of the Exchange Act (and, where applicable, each filing of an employee benefit plan's annual report pursuant to Section 15(d) of the Exchange Act) that is incorporated by reference in this registration statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

        3. Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers and controlling persons of the registrant pursuant to the foregoing provisions, or otherwise, the registrant has been advised that in the opinion of the Commission such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the registrant of expenses incurred or paid by a director, officer or controlling person of the registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue.

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SIGNATURES

        Pursuant to the requirements of the Securities Act of 1933, the Company certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of New York, State of New York, on this 23rd day of July, 2002.

THE NAVIGATORS GROUP, INC.
By:	/s/  BRADLEY D. WILEY Bradley D. Wiley Senior Vice President, Chief Financial Officer and Secretary

II-4

POWER OF ATTORNEY

        Each of the undersigned hereby constitutes and appoints Stanley A. Galanski and Bradley D. Wiley, and each of them, his true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution, for him and in his name, place and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments) to this Registration Statement on Form S-8 relating to the securities offered pursuant hereto and to file the same, together will all exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission and such other state and federal government commissions and agencies as may be necessary or advisable, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents or any of them or his substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

        Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

SIGNATURE	TITLE	DATE
/s/  TERENCE N. DEEKS Terence N. Deeks	Chairman of the Board and Chief Executive Officer (Principal Executive Officer)	July 23, 2002
/s/  STANLEY A. GALANSKI Stanley A. Galanski	Director, President and Chief Operating Officer	July 23, 2002
/s/  BRADLEY D. WILEY Bradley D. Wiley	Senior Vice President, Chief Financial Officer and Secretary (Principal Financial Officer)	July 23, 2002
/s/  SALVATORE A. MARGARELLA Salvatore A. Margarella	Vice President and Treasurer (Principal Accounting Officer)	July 23, 2002
/s/  ROBERT M. DEMICHELE Robert M. DeMichele	Director	July 23, 2002
/s/  ROBERT W. EAGER, JR. Robert W. Eager, Jr.	Director	July 23, 2002
/s/  LEANDRO S. GALBAN, JR. Leandro S. Galban, Jr.	Director	July 23, 2002
/s/  MARC M. TRACT Marc M. Tract	Director	July 23, 2002
/s/  GEORGE T. VAN GILDER George T. Van Gilder	Director	July 23, 2002
/s/  ROBERT F. WRIGHT Robert F. Wright	Director	July 23, 2002

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EXHIBIT INDEX

Exhibit No.	Description
4.1*	Restated Certificate of Incorporation of The Navigators Group, Inc.
4.2*	Certificate of Amendment to the Certificate of Incorporation of The Navigators Group, Inc.
4.3	Bylaws of The Navigators Group, Inc. (Incorporated by reference to Exhibit 3.3 of The Navigators Group, Inc.'s Registration Statement on Form S-1 filed on May 13, 1986 (Registration No. 33-5667)).
4.4	Specimen of Common Stock certificate, par value $.10 per share, of The Navigators Group, Inc. (Incorporated by reference to Exhibit 4.1 to Amendment No. 1 to Navigators' Form S-1 filed on June 17, 1986 (Registration No. 33-5667)).
5 *	Opinion of Katten Muchin Zavis Rosenman.
23.1*	Independent Auditor's Consent.
23.2*	Consent of Katten Muchin Zavis Rosenman (Included in Exhibit 5 above).
24 *	Powers of Attorney (Included on page II-6).
99	The Navigators Group, Inc. 2002 Stock Incentive Plan effective May 30, 2002 (Incorporated by reference to The Navigators Group, Inc.'s Proxy Statement relating to the 2002 Annual Meeting of Stockholders).

*

Filed herewith

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PART I INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
PART II INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
SIGNATURES
POWER OF ATTORNEY
EXHIBIT INDEX

EX-4.1

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Exhibit 4.1

Restated Certificate of Incorporation

of

THE NAVIGATORS GROUP, INC.

Under Section 245
of the
Delaware General Corporation Law

        It is hereby certified that:

        1. The present name of the corporation (hereinafter called the "Corporation") is The Navigators Group, Inc., which is the name under which the Corporation was originally incorporated; and the date of filing of the original certificate of incorporation of the Corporation with the Secretary of State of the State of Delaware is November 12, 1982.

        2. The provisions of the certificate of incorporation of the Corporation as heretofore amended and/or supplemented, are hereby restated and integrated into the single instrument which is hereinafter set forth, and which is entitled Restated Certificate of Incorporation of The Navigators Group, Inc., without further amendment and without any discrepancy between the provisions of the certificate of incorporation as heretofore amended and supplemented and the provisions of the said single instrument hereinafter set forth.

        3. The Board of Directors of the Corporation has duly adopted this Restated Certificate of Incorporation pursuant to the provisions of Section 245 of the General Corporation Law of the State of Delaware in the form set forth as follows:

RESTATED CERTIFICATE OF INCORPORATION

— of —

THE NAVIGATORS GROUP, INC.

        FIRST:    The name of the Corporation is

THE NAVIGATORS GROUP, INC.

        SECOND:    The registered office of the Corporation is to be located at 229 South State Street, in the City of Dover, in the County of Kent, in the State of Delaware. The name of its registered agent at that address is the United States Corporation Company.

        THIRD:    The purposes for which the Corporation is formed are:

        (a) primarily, to purchase, own, and hold the stock of other corporations, including, but not limited to corporations licensed to engage in an insurance and reinsurance business and to do every act and thing covered generally by the denomination "holding corporation", and especially to direct the operations of other corporations through the ownership of stock therein; to purchase, subscribe for, acquire, own, hold, sell, exchange, assign, transfer, create security interests in, pledge, or otherwise dispose of shares or voting trust certificates for shares of the capital stock, or any bonds, notes, securities, or evidences of indebtedness created by any other corporation or corporations organized under the laws of this state or any other state or district or country, nation, or government and also bonds or evidences of indebtedness of the United States or of any state, district, territory, dependency or country or subdivision or municipality thereof; to issue in exchange therefor shares of the capital stock, bonds, notes, or other obligations of the corporation and while the owner thereof to exercise all the rights, powers, and privileges of ownership including the right to vote on any shares of stock or voting trust certificates so owned; to promote, lend money to, and guarantee the

dividends, stocks, bonds, notes, evidences of indebtedness, contracts, or other obligations of, and otherwise aid in any manner which shall be lawful, any corporation or association of which any bonds, stocks, voting trust certificates, or other securities or evidences of indebtedness shall be held by or for this Corporation, or in which, or in the welfare of which, this Corporation shall have any interest, and to do any acts and things permitted by law and designed to protect, preserve, improve, or enhance the value of any such bonds, stocks, or other securities or evidences of indebtedness or the property of the Corporation.

        (b) To carry on any other business of the same general character as any herein provided for and to make any and all contracts and to do any and all other acts and things which may be necessary or desirable to effectuate the aforesaid purposes or any of them, or which may be incidental thereto or convenient in connection therewith, or to facilitate it in the transaction of its business or any part thereof, or to enhance the value of its assets and property, or which may be necessary or desirable for the protection, preservation or operation of any asset or property that may be required by it.

        (c) To engage in any lawful act or activity, for which a corporation may be organized under the General Corporation Law of the State of Delaware.

        FOURTH:    The total number of shares of the capital stock which the Corporation is authorized to issue shall be 11,000,000, of which 10,000,000 shall be shares of Common Stock of the par value of $.10 per share and 1,000,000 shall be shares of Preferred Stock of the par value of $.10 per share.

        Shares of preferred Stock may be issued from time to time in series and the Board of Directors is hereby authorized, subject to the limitations provided by law, to establish and designate series, to fix the number of shares constituting each series, which shares may have such voting powers, full or limited, or no voting powers, and such designations, preferences and relative, participating, optional or other special rights and qualifications, limitations or restrictions of each series, and variations as between series and to increase and to decrease the number of shares constituting each such series, as shall be stated and expressed in the resolution or resolutions providing for the issue of such preferred stock adopted from time to time by the Board of Directors of the Corporation.

        FIFTH:    The name and address of the single incorporation is as follows:

Name	Address
Ira S. Lederman	125 Maiden Lane New York, New York 10038

        SIXTH:    The following provisions are inserted for the management of the business and for the conduct of the affairs of the Corporation, and for further definition, limitation and regulation of the powers of the Corporation and of its directors and stockholders:

        1. The number of directors of the Corporation shall be such as from time to time shall be fixed by, or in the manner provided in the By-Laws.

        2. The Board of Directors shall have power without the assent or vote of the stockholders to make, alter, amend, change, add to or repeal the By-Laws of the Corporation, but any by-law adopted by the Board may be amended or repealed by the stockholders.

        SEVENTH:    The Corporation shall, to the full extent permitted by the General Corporation Law of the State of Delaware, as now in effect and as it may be hereafter amended, indemnify all persons whom it may indemnify pursuant thereto.

2

        EIGHTH:    Whenever a compromise or arrangement is proposed between the Corporation and its creditors or any class of them and/or between the Corporation and its stockholders or any class of them, any court of equitable jurisdiction within the State of Delaware may, on the application in a summary way of the Corporation or of any creditor or stockholder thereof or on the application of any receiver or receivers appointed for the Corporation under the provisions of section 291 of Title 8 of the Delaware Code or on the application of trustees in dissolution or of any receiver or receivers appointed for the Corporation under the provisions of section 279 of Title 8 of the Delaware Code order a meeting of the creditors or class of creditors, and/or of the stockholders or class of stockholders of the Corporation, as the case may be, to be summoned in such manner as the said court directs. If a majority in number representing three-fourths in value of the creditors or class of creditors, and/or of the stockholders or class of stockholders of the Corporation, as the case may be, agree to any compromise or arrangement and to any reorganization of the Corporation as consequence of such compromise or arrangement, the said compromise or arrangement and the said reorganization shall, if sanctioned by the court to which the said application has been made, be binding on all the creditors or class of creditors, and/or on all the stockholders or class of stockholders, of the Corporation, as the case made by, and also on the Corporation.

        NINTH:    The Corporation reserves the right to amend, alter, change or repeal any provision contained in this certificate in the manner now or hereafter prescribed by law, and all rights and powers conferred herein on stockholders, directors and officers are subject to this reserved power.

        TENTH:    The Corporation shall not:

        1. merge or consolidate with or into any other person; or

        2. sell, lease, exchange or otherwise dispose of (except pursuant to a mortgage, security interest or the like) all or substantially all of the assets of the Corporation to or with any other person; unless or until such transaction is authorized or approved by the affirmative vote of the holders of at least 66²/3% of the issued and outstanding stock of the Corporation entitled to vote thereon or, if no vote is otherwise required by law, by the affirmative vote of the holders of at least 66²/3% of the issued and outstanding stock of the Corporation entitled to vote generally in the election of directors, but the foregoing requirement shall not apply, and the applicable provisions of the laws of Delaware, if any, relating to the percentage of stockholder approval shall apply to:

        (i) any merger or other transaction described in the preceding subparagraphs (1) and (2) if the other person party to or involved in the merger or other transaction is a wholly-owned subsidiary or an affiliate of the Corporation and engaged solely in and with assets relating only to the business of the Corporation or its subsidiary or affiliate relating to insurance; or

        (ii) any merger or other transaction described in the preceding subparagraphs (1) and (2) if such merger or other transaction is between or otherwise involves the Corporation and any other person which is not an "affiliate" of the Corporation and if at any time prior to its consummation the transaction has been approved by a resolution adopted by not less than two-thirds of all of the directors then in office, and remaining in effect on the date of such consummation.

For purposes of this Article a "person" is an individual, partnership, corporation or entity; an "affiliate" of the Corporation is (a) any other person, more than 50% of the voting securities of which are owned directly or indirectly by the Corporation or by a person or persons who control the Corporation, or (b) any other person which, either itself or together with any other person which controls, is controlled by or is under common control with, directly or indirectly, said other person, or together with its associates (as defined under the rules and regulations adopted under the Securities Exchange Act of 1934 as in effect on March 1, 1986), owns, directly or indirectly, of record or beneficially, more than 20% of any outstanding class of stock of the Corporation entitled to vote in respect of the election of directors on the record date used to determine the stockholders of the Corporation entitled, by law or by this ARTICLE NINTH, to vote with respect thereto; and "beneficially" means shares held for the benefit of a person including shares in the name of another from which such person obtains benefits substantially equivalent to those of ownership by reason of ownership, control, or by reason of any contract, relationship or other arrangement.

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        The foregoing provisions of this ARTICLE NINTH shall not be modified, revised, altered, amended, repealed or rescinded, in whole or in part, except by the affirmative vote of the holders of at least 66²/3% of the outstanding stock of the Corporation entitled to vote thereon.

        SIGNED AND ATTESTED TO ON July 15, 1986.

/s/  TERENCE N. DEEKS Terence N. Deeks
President

Attest:

/s/  EDWARD S. HOFFMAN Edward S. Hoffman
Secretary

4

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Restated Certificate of Incorporation of THE NAVIGATORS GROUP, INC. Under Section 245 of the Delaware General Corporation Law
RESTATED CERTIFICATE OF INCORPORATION — of — THE NAVIGATORS GROUP, INC.

EX-4.2

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Exhibit 4.2

CERTIFICATE OF AMENDMENT

TO THE

CERTIFICATE OF INCORPORATION

OF

THE NAVIGATORS GROUP, INC.

Pursuant to Section 242 of the
General Corporation Law of the State of Delaware

THE NAVIGATORS GROUP, INC., a corporation organized and existing under and by virtue of the General Corporation Law of the State of Delaware (the "Corporation"), does hereby certify that:

FIRST:    The Board of Directors of the Corporation, at a meeting held on April 11, 2002, duly adopted a resolution setting forth the proposed amendment to the Certificate of Incorporation of the Corporation (the "Certificate"), declaring said amendment to be advisable and calling for the submission of said amendment to the stockholders of the Corporation for their approval and stating that such amendment will be effective only after an approval thereto by the stockholders of the Corporation.

SECOND:    Thereafter, pursuant to a resolution of the Board of Directors of the Corporation, said amendment was submitted to the stockholders of the Corporation at a meeting held on May 30, 2002, and such holders gave their approval and agreed to the adoption of the following resolution to amend the Certificate:

RESOLVED, that Article Fourth of the Certificate be, and it hereby is, deleted in its entirety and the following Article Fourth is hereby inserted in its place:

"ARTICLE FOURTH: The total number of shares of capital stock which the Corporation is authorized to issue shall be 21,000,000, of which 20,000,000 shall be shares of Common Stock of the par value of $0.10 per share and 1,000,000 shall be shares of Preferred Stock of the par value of $0.10 per share."

THIRD:    This said amendment was duly adopted in accordance with provisions of Sections 228 and 242 of the General Corporation Law of the State of Delaware.

IN WITNESS WHEREOF, I hereunto sign my name and affirm that the statements made herein are true under the penalty of perjury, this 31st day of May, 2002.

THE NAVIGATORS GROUP, INC.
By:	/s/  STANLEY A. GALANSKI Stanley A. Galanski President

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CERTIFICATE OF AMENDMENT TO THE CERTIFICATE OF INCORPORATION OF THE NAVIGATORS GROUP, INC.

EX-5

Exhibit 5

July 23, 2002

Securities and Exchange Commission
Judiciary Plaza
450 Fifth Street, N.W.
Washington, DC 20549

        Re:    The Navigators Group, Inc.

Ladies/Gentlemen:

        We are counsel to The Navigators Group, Inc. (the "Company"). We refer to the Registration Statement on Form S-8 to be filed with the Securities and Exchange Commission with respect to the registration under the Securities Act of 1933, as amended, of shares (the "Shares") of the Company's common stock, par value $.10 per share, for issuance under the Company's 2002 Stock Incentive Plan (the "Plan").

        We have examined such documents, legal opinions and precedents, corporate and other records of the Company and certificates of public officials and officers of the Company as we have deemed necessary or appropriate to provide a basis for the opinions set forth below.

        Based upon and subject to the foregoing, it is our opinion that upon issuance of the Shares upon the exercise of options granted or to be granted under the Plan and upon payment of the exercise price, the Shares will be validly issued, fully paid and non-assessable.

        We hereby consent to the use of this opinion as Exhibit 5 to said Registration Statement.

Very truly yours,
KATTEN MUCHIN ZAVIS ROSENMAN
By:	/s/  MARC M. TRACTA Partner

EX-23.1

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Exhibit 23.1

INDEPENDENT AUDITOR'S CONSENT

The Board of Directors of The Navigators Group, Inc.

        We consent to the use of our report dated March 11, 2002, included in the Navigators Group, Inc. Form 10-K for the year ended December 31, 2001 incorporated herein by reference in this Registration Statement on Form S-8.

/s/ KPMG LLP

New York, New York
July 23, 2002.

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INDEPENDENT AUDITOR'S CONSENT