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): November 16, 2009

The Navigators Group, Inc.
(Exact name of registrant as specified in its 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

(Former name or former address if changed since last report.)

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 8.01 Other Events

On November 16, 2009, the Board of Directors of the Company adopted a stock repurchase program for up to $35,000,000 of the outstanding shares of its common stock, $.10 par value (the “Common Shares”), either in the open market or in privately negotiated transactions (the “Share Purchase Plan”). Such Common Shares may be purchased in whole or in part in any number of public or private transactions, on or before December 31, 2010. The purchase of Common Shares pursuant to the Share Purchase Plan will be made in accordance with federal securities laws and applicable Delaware corporate law. The timing and amount of the repurchase transactions under the program will depend on a variety of factors, including the trading price of the stock, market conditions and corporate and regulatory considerations.

Item 9.01 Financial Statements and Exhibits

(d) Exhibits.

Exhibit 99.1 Press Release issued by the Company dated November 16, 2009 announcing the adoption of the stock repurchase program.

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/ Bruce J. Byrnes                                         
Name: Bruce J. Byrnes
Title: Senior Vice President & General Counsel

Date: November 16, 2009

2

EXHIBIT INDEX

Exhibit No.	Exhibit
Exhibit 99.1	Press Release issued by the Company dated November 16, 2009 announcing the adoption of the stock repurchase program.

3

EX-99.1

Exhibit 99.1

Navigators Announces Share Repurchase Program

NEW YORK, November 16, 2009 — The Navigators Group, Inc. (NASDAQ:NAVG) today announced that its Board of Directors has adopted a stock repurchase program for up to $35 million of the Company’s common stock. Repurchases may be made from time to time at prevailing prices in open market or privately negotiated transactions through December 31, 2010. The timing and amount of the repurchase transactions under the program will depend on a variety of factors, including the trading price of the stock, market conditions and corporate and regulatory considerations.

“The authorization of a share repurchase program reflects the Board’s confidence in the Company’s financial condition and our ability to grow shareholder value in the future,” commented Stan Galanski, President and Chief Executive Officer. “It demonstrates our commitment to effective capital management while assuring policyholders and investors of our financial strength and claims paying ability.”

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. Navigators Insurance Company and Navigators Specialty Insurance Company are both rated ‘A’ (Excellent) by A.M. Best and ‘A’ (Strong) by Standard & Poor’s.

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. Forward-looking statements are derived from information that we currently have and assumptions that we make. 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:
Francis W. McDonnell
Senior Vice President & Chief Financial Officer
(914) 933-6270
fmcdonnell@navg.com
www.navg.com