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): March 25, 2010

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.)

6 International Drive, Rye Brook, New York	10573
(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 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On March 25, 2010, Mr. Robert F. Wright notified The Navigators Group, Inc. (the “Company”) that he will retire from the Board of Directors of the Company (the “Board”) effective as of May 26, 2010, the date of the Company’s Annual Shareholder Meeting and the conclusion of Mr. Wright’s current term. Mr. Wright is the chairman of the Corporate Governance & Nominating Committee of the Board and has also served in the past as chairman of the Audit Committee. Mr. Wright has been a director of the Company since 1993. Mr. Wright has accepted the Company’s request to continue to provide advice to the Board and management as the Company’s first Director Emeritus.
 
In addition, on March 25, 2010, Terence N. Deeks, the Company’s Founder, notified the Company that he will retire from his active executive role as executive Chairman of the Board effective as of May 26, 2010, the date of the Company’s Annual Shareholder Meeting. Mr. Deeks will continue to serve on the Board as the non-executive Chairman. 
 
A copy of the Company’s press release, dated March 29, 2010, announcing these Board changes is attached hereto as Exhibit 99.1 and incorporated herein by reference.

Item 9.01. Financial Statements and Exhibits

(d) Exhibits

99.1 Press Release dated March 29, 2010.

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

Date: March 30, 2010

3

EXHIBIT INDEX

Exhibit No.	Exhibit
99.1	Press Release dated March 29, 2010.

4

EX-99.1

Exhibit 99.1

Navigators Announces Board of Directors Changes

NEW YORK, March 29, 2010—The Navigators Group, Inc. (NASDAQ:NAVG) today announced that Company Founder, Terence N. Deeks, plans to retire from his active executive role as executive chairman after the upcoming stockholders meeting on May 26, 2010. Mr. Deeks will continue to serve as non-executive chairman. Mr. Deeks has served as chairman since the Company’s formation in 1974 and was chief executive officer until December 2002. He began his career at Lloyd’s of London in 1957.

The Company also announced that longtime director, Robert F. Wright, has advised that he will retire from the Board at the conclusion of his current term in May 2010. Mr. Wright has accepted the Company’s request to continue to provide advice to the board and management as Navigators’ first Director Emeritus.

Mr. Wright has been a director since 1993. He has been president and chief executive officer of Robert F. Wright Associates, Inc. since 1988, and was previously a partner of the public accounting firm of Arthur Andersen & Co. from 1960 to 1988. Mr. Wright is the chairman of the Company’s Corporate Governance & Nominating Committee and has also served in the past as chairman of the Audit Committee.

Mr. Deeks commented, “As the founder of Navigators, I am very proud of what the Company has become as I prepare to retire as an active employee. My decision to transition to the role of non-executive chairman reflects my continued confidence in Navigators’ management team, strategy, balance sheet and future prospects. I look forward to continuing to provide leadership and guidance for the Company’s future growth and development, while having a bit more time to pursue my personal interests. I also wish to thank and recognize Bob Wright for his many years of dedicated service. He has been an exemplary director and a trusted advisor on so many issues over the years. We are delighted he will continue to contribute as Director Emeritus.”

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