10-Q

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-Q

þ Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

For the quarterly period ended June 30, 2010

or

o Transitional Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

For the transition period from                      to                     

Commission file number 0-15886

The Navigators Group, Inc.

(Exact name of registrant as specified in its charter)

Delaware	13-3138397
(State or other jurisdiction of	(IRS Employer
incorporation or organization)	Identification No.)
6 International Drive, Rye Brook, New York	10573
(Address of principal executive offices)	(Zip Code)

(914) 934-8999

(Registrant’s telephone number, including area code)

(Former name, former address and former fiscal year, if changed since last report.)

Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes þ No o

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes þ No o

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definition of “large accelerated filer”, “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check One):

Large accelerated filer o Accelerated filer þ Non-accelerated filer o Smaller reporting company o

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes o No þ

The number of common shares outstanding as of July 27, 2010 was 15,825,000.

THE NAVIGATORS GROUP, INC. AND SUBSIDIARIES

INDEX

	Page No.
Part I. FINANCIAL INFORMATION:
Item 1. Financial Statements
Consolidated Balance Sheets June 30, 2010 (Unaudited) and December 31, 2009		3
Consolidated Statements of Income (Unaudited) Three Months Ended June 30, 2010 and 2009 and Six Months Ended June 30, 2010 and 2009		4
Consolidated Statements of Stockholders’ Equity (Unaudited) Six Months Ended June 30, 2010 and 2009		5
Consolidated Statements of Comprehensive Income (Unaudited) Three Months Ended June 30, 2010 and 2009 and Six Months Ended June 30, 2010 and 2009		6
Consolidated Statements of Cash Flows (Unaudited) Six Months Ended June 30, 2010 and 2009		7
Notes to Interim Consolidated Financial Statements (Unaudited)		8
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations		32
Item 3. Quantitative and Qualitative Disclosures About Market Risk		83
Item 4. Controls and Procedures		83
Part II. OTHER INFORMATION
Item 1. Legal Proceedings		84
Item 1A. Risk Factors		84
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds		84
Item 3. Defaults Upon Senior Securities		84
Item 5. Other Information		84
Item 6. Exhibits		85
Signatures		86
Index of Exhibits		87
Exhibit 10.1
Exhibit 10.2
Exhibit 10.3
Exhibit 11-1
Exhibit 31-1
Exhibit 31-2
Exhibit 32-1
Exhibit 32-2
EX-101 INSTANCE DOCUMENT
EX-101 SCHEMA DOCUMENT
EX-101 CALCULATION LINKBASE DOCUMENT
EX-101 LABELS LINKBASE DOCUMENT
EX-101 PRESENTATION LINKBASE DOCUMENT
EX-101 DEFINITION LINKBASE DOCUMENT

2

Part I. Financial Information

Item 1. Financial Statements

THE NAVIGATORS GROUP, INC. AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS

($ in thousands, except share data)

	June 30,			December 31,
	2010			2009
	(Unaudited)
ASSETS
Investments and cash:
Fixed maturities, available-for-sale, at fair value (amortized cost: 2010, $1,795,021; 2009, $1,777,983)	$	1,860,628		$	1,816,669
Equity securities, available-for-sale, at fair value (cost: 2010, $62,975; 2009, $47,376)		72,862			62,610
Short-term investments, at cost which approximates fair value		164,827			176,799
Cash		11,941			509
Total investments and cash		2,110,258			2,056,587
Premiums receivable		221,166			193,460
Prepaid reinsurance premiums		161,356			162,344
Reinsurance recoverable on paid losses		52,593			76,505
Reinsurance recoverable on unpaid losses and loss adjustment expenses		800,378			807,352
Deferred policy acquisition costs		61,929			56,575
Accrued investment income		15,337			17,438
Goodwill and other intangible assets		6,717			7,057
Current income tax receivable, net		12,517			4,854
Deferred income tax, net		11,221			31,222
Other assets		26,783			40,600
Total assets	$	3,480,255		$	3,453,994
LIABILITIES AND STOCKHOLDERS’ EQUITY
Liabilities:
Reserves for losses and loss adjustment expenses	$	1,919,352		$	1,920,286
Unearned premiums		501,172			475,171
Reinsurance balances payable		93,723			98,555
Senior notes		114,073			114,010
Accounts payable and other liabilities		37,192			44,453
Total liabilities		2,665,512			2,652,475
Stockholders’ equity:
Preferred stock, $.10 par value, authorized 1,000,000 shares, none issued	$	—		$	—
Common stock, $.10 par value, authorized 50,000,000 shares, issued 17,237,242 shares for 2010 and 17,212,814 shares for 2009		1,724			1,721
Additional paid-in capital		308,549			304,505
Treasury stock, at cost (1,411,845 shares for 2010 and 366,330 shares for 2009)		(59,788	)		(18,296	)
Retained earnings		505,949			469,934
Accumulated other comprehensive income		58,309			43,655
Total stockholders’ equity		814,743			801,519
Total liabilities and stockholders’ equity	$	3,480,255		$	3,453,994

The accompanying Notes to Interim Consolidated Financial Statements are an integral part of these financial statements.

3

THE NAVIGATORS GROUP, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF INCOME

($ and shares in thousands, except net income per share)

	Three Months Ended						Six Months Ended
	June 30,						June 30,
	2010			2009			2010			2009
	(Unaudited)						(Unaudited)
Gross written premiums	$	253,568		$	272,729		$	523,713		$	547,988
Revenues:
Net written premiums	$	165,005		$	183,007		$	354,322		$	383,659
Change in unearned premiums		(3,534	)		(13,139	)		(28,782	)		(48,845	)
Net earned premiums		161,471			169,868			325,540			334,814
Net investment income		17,853			18,656			35,825			37,399
Total other-than-temporary impairment losses		(489	)		(1,876	)		(740	)		(28,747	)
Portion of loss recognized in other comprehensive income (before tax)		334			1,407			504			17,578
Net other-than-temporary impairment losses recognized in earnings		(155	)		(469	)		(236	)		(11,169	)
Net realized gains		11,020			2,596			17,133			1,059
Other income (expense)		(899	)		5,302			171			5,445
Total revenues		189,290			195,953			378,433			367,548
Expenses:
Net loss and loss adjustment expenses		99,863			100,728			203,670			200,975
Commission expenses		25,677			26,278			50,993			48,726
Other operating expenses		34,513			33,019			69,099			63,554
Interest expense		2,044			2,150			4,088			4,369
Total expenses		162,097			162,175			327,850			317,624
Income before income taxes		27,193			33,778			50,583			49,924
Income tax expense		8,223			10,128			14,568			14,274
Net income	$	18,970		$	23,650		$	36,015		$	35,650
Net income per common share:
Basic	$	1.18		$	1.40		$	2.20		$	2.11
Diluted	$	1.16		$	1.39		$	2.16		$	2.10
Average common shares outstanding:
Basic		16,100			16,938			16,369			16,910
Diluted		16,422			16,993			16,686			17,010

The accompanying Notes to Interim Consolidated Financial Statements are an integral part of these financial statements.

4

THE NAVIGATORS GROUP, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY

($ in thousands)

	Six Months Ended June 30,
	2010			2009
	(Unaudited)
Preferred stock
Balance at beginning and end of period	$	—		$	—
Common stock
Balance at beginning of year	$	1,721		$	1,708
Shares issued under stock plans		3			9
Balance at end of period	$	1,724		$	1,717
Additional paid-in capital
Balance at beginning of year	$	304,505		$	298,872
Share-based compensation		4,044			4,092
Balance at end of period	$	308,549		$	302,964
Treasury stock, at cost
Balance at beginning of year	$	(18,296	)	$	(11,540	)
Treasury stock acquired		(46,169	)		—
Share-based compensation		4,677			—
Balance at end of period	$	(59,788	)	$	(11,540	)
Retained earnings
Balance at beginning of year	$	469,934		$	406,776
Net income		36,015			35,650
Balance at end of period	$	505,949		$	442,426
Accumulated other comprehensive income
Net unrealized gains (losses) on securities, net of tax
Balance at beginning of year	$	30,958		$	(15,062	)
Change in period		15,522			31,179
Balance at end of period		46,480			16,117
Non-credit other-than-temporary impairment gains (losses), net of tax
Balance at beginning of year		4,000			—
Change in period		(1,302	)		(11,426	)
Balance at end of period		2,698			(11,426	)
Cumulative translation adjustments, net of tax
Balance at beginning of year		8,697			8,563
Net adjustment		434			(1,024	)
Balance at end of period		9,131			7,539
Balance at end of period	$	58,309		$	12,230
Total stockholders’ equity at end of period	$	814,743		$	747,797

The accompanying Notes to Interim Consolidated Financial Statements are an integral part of these financial statements.

5

THE NAVIGATORS GROUP, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

($ in thousands)

	Three Months Ended
	June 30,
	2010			2009
	(Unaudited)
Net income	$	18,970		$	23,650
Other comprehensive income (loss):
Change in net unrealized gains (losses) on investments, net of tax expense of $4,162 and $6,935 in 2010 and 2009, respectively (1)		8,222			13,770
Change in foreign currency translation gains (losses), net of tax benefit of $(554) and $(1,369) in 2010 and 2009, respectively		(1,028	)		(2,544	)
Other comprehensive income (loss)		7,194			11,226
Comprehensive income	$	26,164		$	34,876
(1) Disclosure of reclassification amount, net of tax:
Unrealized gains (losses) on investments arising during period	$	15,281		$	15,146
Less: reclassification adjustment for net realized gains (losses) included in net income		7,163			1,703
reclassification adjustment for other-than-temporary impairment losses recognized in net income		(104	)		(327	)
Change in net unrealized gains (losses) on investments, net of tax	$	8,222		$	13,770

	Six Months Ended
	June 30,
	2010			2009
	(Unaudited)
Net income	$	36,015		$	35,650
Other comprehensive income (loss):
Change in net unrealized gains (losses) on investments, net of tax expense of $7,354 and $9,729 in 2010 and 2009		14,220			19,753
Change in foreign currency translation gains (losses), net of tax expense (benefit) of $234 and $(551) in 2010 and 2009		434			(1,024	)
Other comprehensive income (loss)		14,654			18,729
Comprehensive income	$	50,669		$	54,379
(1) Disclosure of reclassification amount, net of tax:
Unrealized gains (losses) on investments arising during period	$	25,196		$	12,942
Less: reclassification adjustment for net realized gains (losses) included in net income		11,136			563
reclassification adjustment for other-than-temporary impairment losses recognized in net income		(160	)		(7,374	)
Change in net unrealized gains (losses) on securities, net of tax	$	14,220		$	19,753

The accompanying Notes to Interim Consolidated Financial Statements are an integral part of these financial statements.

6

THE NAVIGATORS GROUP, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS

($ in thousands)

	Six Months Ended
	June 30,
	2010			2009
	(Unaudited)
Operating activities:
Net income	$	36,015		$	35,650
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation & amortization		2,337			2,263
Deferred income taxes		12,438			(2,916	)
Net realized (gains) losses		(16,897	)		10,110
Changes in assets and liabilities:
Reinsurance recoverable on paid and unpaid losses and loss adjustment expenses		26,105			(28,447	)
Reserves for losses and loss adjustment expenses		9,744			75,937
Prepaid reinsurance premiums		216			23,527
Unearned premium		28,706			25,508
Premiums receivable		(29,710	)		(37,060	)
Deferred policy acquisition costs		(5,883	)		(11,597	)
Accrued investment income		2,100			18
Reinsurance balances payable		(4,250	)		(16,287	)
Current income taxes		(6,727	)		6,635
Other		10,172			(13,860	)
Net cash provided by operating activities		64,366			69,481
Investing activities:
Fixed maturities
Redemptions and maturities		84,190			65,094
Sales		439,441			98,650
Purchases		(529,939	)		(260,161	)
Equity securities
Sales		899			17,201
Purchases		(16,761	)		(15,287	)
Change in payable for securities		10,455			11,223
Net change in short-term investments		5,308			34,148
Purchase of property and equipment		(971	)		(1,306	)
Net cash used in investing activities		(7,378	)		(50,438	)
Financing activities:
Purchase of treasury stock		(46,169	)		—
Purchase of Senior notes		—			(7,000	)
Proceeds of stock issued from employee stock purchase plan		415			344
Proceeds of stock issued from exercise of stock options		198			557
Net cash used in financing activities		(45,556	)		(6,099	)
Increase in cash		11,432			12,944
Cash at beginning of year		509			1,457
Cash at end of period	$	11,941		$	14,401
Supplemental cash information:
Income taxes paid, net	$	7,214		$	9,688
Interest paid		4,025			4,330
Issuance of stock to directors		180			210

The accompanying Notes to Interim Consolidated Financial Statements are an integral part of these financial statements.

7

THE NAVIGATORS GROUP, INC. AND SUBSIDIARIES

Notes to Interim Consolidated Financial Statements

(Unaudited)

Note 1. Accounting Policies

The accompanying interim consolidated financial statements are unaudited and reflect all adjustments which, in the opinion of management, are necessary to fairly present the results of The Navigators Group, Inc. and its subsidiaries for the interim periods presented on the basis of United States generally accepted accounting principles (“GAAP” or “U.S. GAAP”). All such adjustments are of a normal recurring nature. All significant intercompany transactions and balances have been eliminated. The preparation of these financial statements requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosures of contingent assets and liabilities at the date of the financial statements and the reported revenues and expenses during the reporting periods. The results of operations for any interim period are not necessarily indicative of results for the full year. The terms “we”, “us”, “our” and “the Company” as used herein are used to mean The Navigators Group, Inc. and its subsidiaries, unless the context otherwise requires. The term “Parent” or “Parent Company” are used to mean The Navigators Group, Inc. without its subsidiaries. These financial statements should be read in conjunction with the consolidated financial statements and notes contained in the Company’s 2009 Annual Report on Form 10-K. Certain amounts for the prior year have been reclassified to conform to the current year’s presentation. Commission income, previously disclosed as a separate line item in the Consolidated Statements of Income, is now included in Other income (expense).

Note 2. Recent Accounting Pronouncements

Recently Adopted Accounting Pronouncements

In January 2010, the Financial Accounting Standards Board (“FASB”) issued accounting guidance (Accounting Standards Update (“ASU”) 2010-06) which improves disclosures about fair value measurements (Accounting Standards Codification (“ASC” or “Codification”) 820-10). This guidance adds additional disclosures regarding significant transfers in and out of Levels 1 and 2. This guidance also adds additional disclosures regarding Level 3 purchases, sales, issuances and settlements. In addition, this guidance also adds additional disclosures regarding fair value measurement disclosures for each class of assets and liabilities as well as disclosures about the valuation techniques and inputs used to measure fair value for items classified as Level 2 or Level 3. This guidance was effective as of January 1, 2010 for calendar year reporting entities with the exception of the additional disclosures about purchases, sales, issuances and settlements in the roll forward of activity in Level 3 fair value measurements which is effective as of January 1, 2011 for calendar year reporting entities. Early adoption is permitted. We adopted this guidance in the first quarter of 2010 with the exception of the additional disclosures about purchases, sales, issuances and settlement in the roll forward of activity in Level 3 fair value measurements which we will adopt in the first quarter of 2011. Adoption of this guidance did not have a material effect on our consolidated financial condition, results of operations or cash flows.

In June 2009, the FASB issued accounting guidance for the transfer of financial assets (ASC 860-10), which was added to the Codification under ASU 2009-16. This guidance removes the concept of a qualifying special-purpose entity (“QSPE”) from existing GAAP as well as the removal of the exception from applying ASC 810-10, Consolidation, to QSPEs. This guidance also clarifies the unit of account eligible for sale accounting and requires that a transferor recognize and initially measure at fair value, all financial assets obtained and liabilities incurred as a result of a transfer of an entire financial asset (or group of entire financial assets) accounted for as a sale. Finally, this guidance requires enhanced disclosures to provide greater transparency about transfers of financial assets and a transferor’s continuing involvement with transferred financial assets. This guidance was effective as of January 1, 2010 for calendar year reporting entities and early adoption was not permitted. We adopted this guidance in the first quarter of 2010. Adoption of this guidance did not have a material effect on our consolidated financial condition, results of operations or cash flows.

8

Recent Accounting Developments

None

Note 3. Segment Information

We classify our business into two underwriting segments consisting of the Insurance Companies segment (“Insurance Companies”) and the Lloyd’s Operations segment (“Lloyd’s Operations”), which are separately managed, and a Corporate segment (“Corporate”). Segment data for each of the two underwriting segments include allocations of the operating expenses of the wholly-owned underwriting management companies and the Parent Company’s operating expenses and related income tax amounts. The Corporate segment consists of the Parent Company’s investment income, interest expense and the related tax effect.

We evaluate the performance of each underwriting segment based on its underwriting and GAAP results. The Insurance Companies’ and the Lloyd’s Operations’ results are measured by taking into account net earned premiums, net losses and loss adjustment expenses (“LAE”), commission expenses, other operating expenses and other income (expense). Each segment maintains its own investments, on which it earns income and realizes capital gains or losses. Our underwriting performance is evaluated separately from the performance of our investment portfolios.

The Insurance Companies consist of Navigators Insurance Company, including its branch located in the United Kingdom (the “U.K. Branch”), and its wholly-owned subsidiary, Navigators Specialty Insurance Company. They are primarily engaged in underwriting marine insurance and related lines of business, professional liability insurance and specialty lines of business including contractors general liability insurance, commercial umbrella and primary and excess casualty businesses. Navigators Specialty Insurance Company underwrites specialty and professional liability insurance on an excess and surplus lines basis. Navigators Specialty Insurance Company is 100% reinsured by Navigators Insurance Company.

The Lloyd’s Operations primarily underwrite marine and related lines of business along with offshore energy, professional liability insurance and construction coverage for onshore energy business at Lloyd’s of London (“Lloyd’s”) through Lloyd’s Syndicate 1221 (“Syndicate 1221”). Our Lloyd’s Operations includes Navigators Underwriting Agency Ltd. (“NUAL”), a Lloyd’s underwriting agency which manages Syndicate 1221. We controlled 100% of the stamp capacity of Syndicate 1221 through our wholly-owned Lloyd’s corporate member in 2010 and 2009.

Navigators Management Company, Inc. (“NMC”) is a wholly-owned underwriting management company which produces, manages and underwrites insurance and reinsurance, and provides corporate services for the Company. The operating results for the underwriting management company are allocated to both the Insurance Companies and Lloyd’s Operations.

The Insurance Companies’ and the Lloyd’s Operations’ underwriting results are measured based on underwriting profit or loss and the related combined ratio, which are both non-GAAP measures of underwriting profitability. Underwriting profit or loss is calculated from net earned premiums, less the sum of net losses and LAE, commission expenses, other operating expenses and other income (expense). The combined ratio is derived by dividing the sum of net losses and LAE, commission expenses, other operating expenses and other income (expense) by net earned premiums. A combined ratio of less than 100% indicates an underwriting profit and over 100% indicates an underwriting loss.

9

Financial data by segment for the three months and six months ended June 30, 2010 and 2009 follows:

	Three Months Ended June 30, 2010
	Insurance			Lloyd’s
	Companies			Operations			Corporate			Total
	($ in thousands)
Gross written premiums	$	170,641		$	82,927		$	—		$	253,568
Net written premiums		111,401			53,604			—			165,005
Net earned premiums		110,425			51,046			—			161,471
Net loss and LAE		(64,862	)		(35,001	)		—			(99,863	)
Commission expenses		(14,615	)		(11,402	)		340			(25,677	)
Other operating expenses		(25,907	)		(8,617	)		—			(34,524	)
Other income (expense)		(114	)		(434	)		(340	)		(888	)
Underwriting profit (loss)		4,927			(4,408	)		—			519
Net investment income		15,556			2,128			169			17,853
Net realized gains (losses)		10,729			19			117			10,865
Other operating expenses		—			—			11			11
Other income (expense)		—			—			(11	)		(11	)
Interest expense		—			—			(2,044	)		(2,044	)
Income (loss) before income taxes		31,212			(2,261	)		(1,758	)		27,193
Income tax expense (benefit)		9,654			(815	)		(616	)		8,223
Net income (loss)	$	21,558		$	(1,446	)	$	(1,142	)	$	18,970
Identifiable assets (1)	$	2,564,004		$	829,008		$	70,742		$	3,480,255
Loss and LAE ratio		58.7	%		68.6	%					61.8	%
Commission expense ratio		13.2	%		22.3	%					15.9	%
Other operating expense ratio (2)		23.6	%		17.7	%					22.0	%
Combined ratio		95.5	%		108.6	%					99.7	%

(1)	Includes inter-segment transactions causing the row not to cross foot.
(2)	Includes Other operating expenses and Other income (expense).

10

	Three Months Ended June 30, 2010
	Insurance		Lloyd’s
	Companies		Operations		Total
	($ in thousands)
Gross written premiums:
Marine	$	55,204	$	41,829	$	97,033
Property Casualty		81,797		29,122		110,919
Professional Liability		33,640		11,976		45,616
Total	$	170,641	$	82,927	$	253,568
Net written premiums:
Marine	$	37,153	$	34,421	$	71,574
Property Casualty		54,300		13,924		68,224
Professional Liability		19,948		5,259		25,207
Total	$	111,401	$	53,604	$	165,005
Net earned premiums:
Marine	$	40,554	$	34,727	$	75,281
Property Casualty		50,171		10,763		60,934
Professional Liability		19,700		5,556		25,256
Total	$	110,425	$	51,046	$	161,471

11

	Three Months Ended June 30, 2009
	Insurance			Lloyd’s
	Companies			Operations			Corporate			Total
	($ in thousands)
Gross written premiums	$	189,385		$	83,344		$	—		$	272,729
Net written premiums		122,359			60,648			—			183,007
Net earned premiums		116,223			53,645			—			169,868
Net losses and LAE		(68,843	)		(31,885	)		—			(100,728	)
Commission expenses		(15,060	)		(11,218	)		—			(26,278	)
Other operating expenses		(26,906	)		(6,117	)		4			(33,019	)
Other income (expense)		1,655			651			(4	)		2,302
Underwriting profit		7,069			5,076			—			12,145
Net investment income		16,239			2,316			101			18,656
Net realized gains (losses)		2,210			(83	)		—			2,127
Other income (expense)		—			—			3,000			3,000
Interest expense		—			—			(2,150	)		(2,150	)
Income before income taxes		25,518			7,309			951			33,778
Income tax expense		7,171			2,624			333			10,128
Net income	$	18,347		$	4,685		$	618		$	23,650
Identifiable assets (1)	$	2,571,787		$	832,751		$	80,000		$	3,500,103
Loss and LAE ratio		59.2	%		59.4	%					59.3	%
Commission expense ratio		13.0	%		20.9	%					15.5	%
Other operating expense ratio (2)		21.7	%		10.2	%					18.1	%
Combined ratio		93.9	%		90.5	%					92.9	%

(1)	Includes inter-segment transactions causing the row not to cross foot.
(2)	Includes Other operating expenses and Other income (expense).

12

	Three Months Ended June 30, 2009
	Insurance		Lloyd’s
	Companies		Operations		Total
	($ in thousands)
Gross written premiums:
Marine	$	57,086	$	47,273	$	104,359
Property Casualty		94,567		25,506		120,073
Professional Liability		37,732		10,565		48,297
Total	$	189,385	$	83,344	$	272,729
Net written premiums:
Marine	$	34,956	$	40,077	$	75,033
Property Casualty		65,704		15,070		80,774
Professional Liability		21,699		5,501		27,200
Total	$	122,359	$	60,648	$	183,007
Net earned premiums:
Marine	$	34,678	$	37,038	$	71,716
Property Casualty		63,068		11,201		74,269
Professional Liability		18,477		5,406		23,883
Total	$	116,223	$	53,645	$	169,868

13

	Six Months Ended June 30, 2010
	Insurance			Lloyd’s
	Companies			Operations			Corporate			Total
	($ in thousands)
Gross written premiums	$	348,479		$	175,234		$	—		$	523,713
Net written premiums		232,741			121,581			—			354,322
Net earned premiums		221,636			103,904			—			325,540
Net losses and LAE		(133,265	)		(70,405	)		—			(203,670	)
Commission expenses		(28,977	)		(22,368	)		352			(50,993	)
Other operating expenses		(53,260	)		(15,860	)		—			(69,120	)
Other income (expense)		(1,091	)		1,635			(352	)		192
Underwriting profit (loss)		5,043			(3,094	)		—			1,949
Net investment income		31,304			4,197			324			35,825
Net realized gains (losses)		15,934			732			231			16,897
Other operating expenses		—			—			21			21
Other income (expense)		—			—			(21	)		(21	)
Interest expense		—			—			(4,088	)		(4,088	)
Income (loss) before income taxes		52,281			1,835			(3,533	)		50,583
Income tax expense (benefit)		15,117			688			(1,237	)		14,568
Net income (loss)	$	37,164		$	1,147		$	(2,296	)	$	36,015
Identifiable assets (1)	$	2,564,004		$	829,008		$	70,742		$	3,480,255
Loss and LAE ratio		60.1	%		67.8	%					62.6	%
Commission expense ratio		13.1	%		21.5	%					15.7	%
Other operating expense ratio (2)		24.5	%		13.7	%					21.1	%
Combined ratio		97.7	%		103.0	%					99.4	%

(1)	Includes inter-segment transactions causing the row not to cross foot.
(2)	Includes Other operating expenses and Other income (expense).

14

	Six Months Ended June 30, 2010
	Insurance		Lloyd’s
	Companies		Operations		Total
	($ in thousands)
Gross written premiums:
Marine	$	122,730	$	100,970	$	223,700
Property Casualty		161,143		49,081		210,224
Professional Liability		64,606		25,183		89,789
Total	$	348,479	$	175,234	$	523,713
Net written premiums:
Marine	$	88,156	$	84,063	$	172,219
Property Casualty		103,997		25,635		129,632
Professional Liability		40,588		11,883		52,471
Total	$	232,741	$	121,581	$	354,322
Net earned premiums:
Marine	$	81,648	$	70,287	$	151,935
Property Casualty		101,252		22,678		123,930
Professional Liability		38,736		10,939		49,675
Total	$	221,636	$	103,904	$	325,540

15

	Six Months Ended June 30, 2009
	Insurance			Lloyd’s
	Companies			Operations			Corporate			Total
	($ in thousands)
Gross written premiums	$	381,368		$	166,620		$	—		$	547,988
Net written premiums		259,441			124,218			—			383,659
Net earned premiums		236,513			98,301			—			334,814
Net losses and LAE		(138,996	)		(61,979	)		—			(200,975	)
Commission expenses		(30,028	)		(18,698	)		—			(48,726	)
Other operating expenses		(51,466	)		(12,098	)		10			(63,554	)
Other income (expense)		1,856			599			(10	)		2,445
Underwriting profit		17,879			6,125			—			24,004
Net investment income		32,446			4,699			254			37,399
Net realized gains (losses)		(6,697	)		(3,413	)		—			(10,110	)
Other income (expense)		—			—			3,000			3,000
Interest expense		—			—			(4,369	)		(4,369	)
Income (loss) before income taxes		43,628			7,411			(1,115	)		49,924
Income tax expense (benefit)		11,704			2,960			(390	)		14,274
Net income (loss)	$	31,924		$	4,451		$	(725	)	$	35,650
Identifiable assets (1)	$	2,571,787		$	832,751		$	80,000		$	3,500,103
Loss and LAE ratio		58.8	%		63.0	%					60.0	%
Commission expense ratio		12.7	%		19.0	%					14.6	%
Other operating expense ratio (2)		21.0	%		11.7	%					18.2	%
Combined ratio		92.5	%		93.7	%					92.8	%

16

	Six Months Ended June 30, 2009
	Insurance		Lloyd’s
	Companies		Operations		Total
	($ in thousands)
Gross written premiums:
Marine & Energy	$	134,323	$	106,296	$	240,619
Property Casualty		178,825		39,034		217,859
Professional Liability		68,220		21,290		89,510
Total	$	381,368	$	166,620	$	547,988
Net written premiums:
Marine & Energy	$	93,415	$	90,051	$	183,466
Property Casualty		125,680		22,665		148,345
Professional Liability		40,346		11,502		51,848
Total	$	259,441	$	124,218	$	383,659
Net earned premiums:
Marine & Energy	$	71,839	$	68,213	$	140,052
Property Casualty		128,480		19,124		147,604
Professional Liability		36,194		10,964		47,158
Total	$	236,513	$	98,301	$	334,814

17

The Insurance Companies’ net earned premiums include $18.7 million and $19.0 million of net earned premiums from the U.K. Branch for the three months ended June 30, 2010 and 2009, respectively and $38.6 million and $40.2 million of net earned premiums from the U.K. Branch for the six months ended June 30, 2010 and 2009, respectively.

Note 4. Reinsurance Ceded

Our ceded earned premiums were $84.3 million and $92.5 million for the three months ended June 30, 2010 and 2009, respectively and were $169.8 million and $188.3 million for the six months ended June 30, 2010 and 2009, respectively. Our ceded incurred losses were $61.1 million and $87.7 million for the three months ended June 30, 2010 and 2009, respectively and were $113.4 million and $136.5 million for the six months ended June 30, 2010 and 2009, respectively.

The following table lists our 20 largest reinsurers measured by the amount of reinsurance recoverable for ceded losses and loss adjustment expense and ceded unearned premium (constituting approximately 72.6% of our total recoverable), together with the reinsurance recoverable and collateral at June 30, 2010, and the reinsurers’ rating from the indicated rating agency:

	Reinsurance Recoverables
	Unearned		Unpaid/Paid				Collateral		Rating &
Reinsurer	Premium		Losses		Total		Held(1)		Rating Agency(2)
	($ in millions)
Swiss Reinsurance America Corporation	$	7.4	$	84.4	$	91.8	$	6.3	A	AMB
Munich Reinsurance America Inc.		23.6		67.3		90.9		5.4	A+	AMB
Transatlantic Reinsurance Company		20.8		51.1		71.9		9.2	A	AMB
White Mountains Reinsurance of America		0.5		60.8		61.3		0.4	A-	AMB
Everest Reinsurance Company		15.0		41.7		56.7		5.3	A+	AMB
General Reinsurance Corporation		1.5		54.6		56.1		1.2	A++	AMB
National Indemnity Company		8.3		26.4		34.7		2.4	A++	AMB
Munchener Ruckversicherungs-Gesellschaft		2.0		32.5		34.5		12.0	A+	AMB
Berkley Insurance Company		5.3		22.5		27.8		0.1	A+	AMB
Partner Reinsurance Europe		8.3		19.3		27.6		11.4	AA-		S&P
Platinum Underwriters Re		3.0		24.2		27.2		1.3	A	AMB
Scor Holding (Switzerland) AG		8.3		18.7		27.0		8.5	A-	AMB
Partner Reinsurance Company of the U.S.		1.3		19.0		20.3		0.5	A+	AMB
Swiss Re International SE		0.7		18.7		19.4		5.4	A	AMB
Lloyd’s Syndicate #2003		3.4		15.4		18.8		3.7	A	AMB
Ace Property and Casualty Insurance Company		4.5		12.8		17.3		2.4	A+	AMB
Arch Reinsurance Company		0.4		15.9		16.3		0.5	A	AMB
Hannover Ruckversicherung		1.0		14.4		15.4		1.8	A	AMB
AXIS Re Europe		3.4		8.0		11.4		3.3	A	AMB
Everest Reinsurance Bermuda		4.1		6.2		10.3		3.4	A+	AMB
Top 20 Total		122.8		613.9		736.7		84.5
All Other		38.6		239.1		277.7		87.6
Total	$	161.4	$	853.0	$	1,014.4	$	172.1

(1)	Collateral includes letters of credit, ceded balances payable and other balances held by our Insurance Companies and our Lloyd’s Operations.
(2)	A.M. Best Company (“A.M. Best”, “AMB”) and Standard and Poor’s Rating Services (“S&P”)

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Note 5. Stock-Based Compensation

Stock-based compensation granted under our stock plans is expensed in tranches over the vesting period. Options and grants generally vest equally over a four year period and the options have a maximum term of ten years. In some cases, grants vest over five years with one-third vesting in each of the third, fourth and fifth years. A portion of our restricted stock unit grants are performance based and are dependent on the rolling three-year average return on beginning equity. The actual shares that vest will range between 150% to 0% of the original award depending on the results. We are currently accruing for these awards at the forecasted target. The amounts charged to expense for stock-based compensation were $0.7 million and $1.8 million for the three months ended June 30, 2010 and 2009, respectively and were $2.7 million and $3.6 million for the six months ended June 30, 2010 and 2009, respectively.

We expensed $49,000 and $27,000 for the three months ended June 30, 2010 and 2009, respectively and $96,000 and $68,000 for the six months ended June 30, 2010 and 2009, respectively, related to our Employee Stock Purchase Plan. In addition, $45,000 and $52,500 were expensed for the three months ended June 30, 2010 and 2009, respectively and $90,000 and $105,000 were expensed for the six months ended June 30, 2010 and 2009, respectively, related to stock compensation to non-employee directors as part of their directors’ compensation for serving on the Parent Company’s Board of Directors.

Note 6. Syndicate 1221

Our Lloyd’s Operations included in the consolidated financial statements represents our participation in Syndicate 1221. Syndicate 1221’s stamp capacity is £168 million ($251 million) for the 2010 underwriting year compared to £124 million ($194 million) for the 2009 underwriting year. Stamp capacity is a measure of the amount of premiums a Lloyd’s syndicate is authorized to write based on a business plan approved by the Council of Lloyd’s. Syndicate 1221’s stamp capacity is expressed net of commission (as is standard at Lloyd’s). The Syndicate 1221 premiums recorded in our financial statements are gross of commission. We controlled 100% of Syndicate 1221’s stamp capacity for the 2010 and 2009 underwriting years through our wholly-owned Lloyd’s corporate member.

We provide letters of credit and post cash to Lloyd’s to support our participation in Syndicate 1221’s stamp capacity. As of June 30, 2010, we had provided letters of credit of $122.7 million and did not post cash collateral. If Syndicate 1221 increases its stamp capacity and we participate in the additional stamp capacity, or if Lloyd’s changes the capital requirements, we may be required to supply additional collateral acceptable to Lloyd’s. If we are unwilling or unable to provide additional acceptable collateral, we will be required to reduce our participation in the stamp capacity of Syndicate 1221. The letters of credit are provided through a credit facility with a consortium of banks that expires on March 31, 2011, see Note 11, Credit Facility for additional information. If the consortium of banks decides not to renew the credit facility, we will need to find internal and/or external sources to provide either letters of credit or other collateral in order to continue to participate in Syndicate 1221. The credit facility is collateralized by all of the common stock of Navigators Insurance Company.

Note 7. Income Taxes

We are subject to the tax laws and regulations of the United States (“U.S.”) and foreign countries in which we operate. We file a consolidated U.S. federal tax return, which includes all domestic subsidiaries and the U.K. Branch. The income from the foreign operations is designated as either U.S. connected income or non-U.S. connected income. Lloyd’s is required to pay U.S. income tax on U.S. connected income written by Lloyd’s syndicates. Lloyd’s and the IRS have entered into an agreement whereby the amount of tax due on U.S. connected income is calculated by Lloyd’s and remitted directly to the Internal Revenue Service (“IRS”). These amounts are then charged to the corporate members in proportion to their participation in the relevant syndicates. Our corporate members are subject to this agreement and will receive United Kingdom (“U.K.”) tax credits for any U.S. income tax incurred up to the U.K. income tax charged on the U.S. connected income. The non-U.S. connected insurance income would generally constitute taxable income under the Subpart F income section of the Internal Revenue Code (“Subpart F”) since less than 50% of Syndicate 1221’s premiums are derived within the U.K. and would therefore be subject to U.S. taxation when the Lloyd’s year of account closes. Taxes are accrued at a 35% rate on our foreign source insurance income and foreign tax credits, where available, are utilized to offset U.S. tax as permitted. Our effective tax rate for Syndicate 1221 taxable income could substantially exceed 35% to the extent we are unable to offset U.S. taxes paid under Subpart F tax regulations with U.K. tax credits on future underwriting year distributions. U.S. taxes are not accrued on the earnings of our foreign agencies as these earnings are not includable as Subpart F income in the current year. These earnings are subject to taxes under U.K. tax regulations at a 28% rate. We have not provided for U.S. deferred income taxes on the undistributed earnings of our non-U.S. subsidiaries since these earnings are intended to be permanently reinvested in our non-U.S. subsidiaries.

19

A tax benefit taken in the tax return but not in the financial statements is known as an unrecognized tax benefit. We have no unrecognized tax benefits at either June 30, 2010 or June 30, 2009 and do not anticipate any significant unrecognized tax benefits within the next twelve months. We did not incur any interest or penalties related to unrecognized tax benefits for the three months ended June 30, 2010 and 2009. We are currently not under examination by any major U.S. or foreign tax authority and are generally subject to U.S. Federal, state or local, or foreign tax examinations by tax authorities for years 2006 and subsequent.

We recorded an income tax expense of $8.2 million for the three months ended June 30, 2010 compared to an income tax expense of $10.1 million for the comparable period in 2009, resulting in effective tax rates of 30.2% and 30.0% respectively. Our effective tax rate is less than 35% due to permanent differences between book and tax return income, with the most significant item being tax exempt interest. The effective tax rate on net investment income was 25.9% for the 2010 six month period compared to 25.1% for the same period in 2009. As of June 30, 2010 and December 31, 2009, the net deferred federal, foreign, state and local tax assets were $11.2 million and $31.2 million, respectively.

We had state and local deferred tax assets amounting to potential future tax benefits of $2.8 million and $2.6 million at June 30, 2010 and December 31, 2009, respectively. Included in the deferred tax assets are state and local net operating loss carry-forwards of $2.0 million and $1.3 million at June 30, 2010 and December 31, 2009, respectively. A valuation allowance was established for the full amount of these potential future tax benefits due to the uncertainty associated with their realization. Our state and local tax carry-forwards at June 30, 2010 expire from 2023 to 2025.

We have not provided for U.S. deferred income taxes on the undistributed earnings of approximately $58.8 million of our non-U.S. subsidiaries since these earnings are intended to be permanently reinvested in the foreign subsidiaries. However, in the future, if such earnings were distributed to us, taxes of approximately $4.1 million would be payable on such undistributed earnings and would be reflected in the tax provision for the year in which these earnings are no longer intended to be permanently reinvested in the foreign subsidiary, assuming all foreign tax credits are realized.

Note 8. Senior Notes due May 1, 2016

On April 17, 2006, we completed a public debt offering of $125 million principal amount of 7% senior notes due May 1, 2016 (the “Senior Notes”) and received net proceeds of $123.5 million. The interest payment dates on the Senior Notes are each May 1 and November 1. The effective interest rate related to the Senior Notes, based on the proceeds net of discount and all issuance costs, approximates 7.17%. The interest expense on the Senior Notes was $2.0 million and $2.1 million, respectively, for the three months ended June 30, 2010 and 2009 and was $4.1 million and $4.4 million, respectively, for the six months ended June 30, 2010 and 2009. The fair value of the Senior Notes, based on quoted market prices, was $119.7 million and $111.7 million at June 30, 2010 and December 31, 2009, respectively.

We may redeem the Senior Notes at any time and from time to time, in whole or in part, at a “make-whole” redemption price. The terms of the Senior Notes contain various restrictive business and financial covenants typical for debt obligations of this type, including limitations on mergers, liens and dispositions of the common stock of certain subsidiaries. As of June 30, 2010, we were in compliance with all such covenants.

In April 2009, we repurchased $10.0 million aggregate principal amount of the Senior Notes from an unaffiliated note holder on the open market for $7.0 million, which generated a $2.9 million pretax gain that was reflected in Other income. As a result of this transaction, approximately $115.0 million aggregate principal amount of the Senior Notes remains issued and outstanding as of June 30, 2010.

20

Note 9. Commitments and Contingencies

In the ordinary course of conducting business, our subsidiaries are involved in various legal proceedings, either indirectly as insurers for parties or directly as defendants. Most the these proceedings are claims litigation involving our subsidiaries as either (a) liability insurers defending or providing indemnity for third party claims brought against insureds or (b) insurers defending first party coverage claims brought against them. We account for such activity through the establishment of unpaid loss and loss adjustment reserves. Our management believes that the ultimate liability, if any, with respect to such ordinary-course claims litigation, after consideration of provisions made for potential losses and cost of defense, will not be material to our consolidated financial condition, results of operations, or cash flows.

Our subsidiaries are also from time-to-time involved with other legal actions, some of which assert claims for substantial amounts. These actions include claims asserting extra contractual obligations, such as claims involving allegations of bad faith in the handling of claims or the underwriting of policies. In general, we believe we have valid defenses to these cases. Our management expects that the ultimate liability if any, with respect to future extra-contractual matters will not be material to our consolidated financial position. Nonetheless, given the large or indeterminate amounts sought in certain of these matters, and the inherent unpredictability of litigation, an adverse outcome in such matters could, from time-to-time, have a material adverse outcome on our consolidated results of operations or cash flows in a particular fiscal quarter or year.

21

Note 10. Investments

The following tables set forth our cash and investments as of June 30, 2010. The table below includes other-than-temporarily impaired (“OTTI”) securities recognized within other comprehensive income (“OCI”).

			Gross		Gross					OTTI
			Unrealized		Unrealized			Cost or		Recognized
June 30, 2010	Fair Value		Gains		(Losses)			Amortized Cost		in OCI
	($ in thousands)
U.S. Government Treasury bonds, agency bonds and foreign government bonds	$	493,675	$	14,409	$	(2	)	$	479,268	$	—
States, municipalities and political subdivisions		406,757		17,332		(638	)		390,063		—
Mortgage- and asset-backed securities:
Agency mortgage-backed securities		478,083		21,560		—			456,523		—
Residential mortgage obligations		29,727		—		(4,990	)		34,717		(3,852	)
Asset-backed securities		10,845		377		(9	)		10,477		(9	)
Commercial mortgage-backed securities		106,791		4,237		(242	)		102,796		—
Subtotal		625,446		26,174		(5,241	)		604,513		(3,861	)
Corporate bonds		334,750		15,537		(1,964	)		321,177		—
Total fixed maturities		1,860,628		73,452		(7,845	)		1,795,021		(3,861	)
Equity securities — common stocks		72,862		11,316		(1,429	)		62,975		—
Cash		11,941		—		—			11,941		—
Short-term investments		164,827		—		—			164,827		—
Total	$	2,110,258	$	84,768	$	(9,274	)	$	2,034,764	$	(3,861	)

22

The fair value of our investment portfolio may fluctuate significantly in response to various factors such as changes in interest rates, investment quality ratings, equity prices, foreign exchange rates and credit spreads. We do not have the intent to sell nor is it more likely than not that we will have to sell debt securities in unrealized loss positions that are not other-than temporarily impaired before recovery. We may realize investment losses to the extent its liquidity needs require the disposition of fixed maturity securities in unfavorable interest rate, liquidity or credit spread environments. Significant changes in the factors we consider when evaluating investment for impairment losses could result in a significant change in impairment losses reported in the consolidated financial statements.

The scheduled maturity dates for fixed maturity securities by the number of years until maturity at June 30, 2010 are shown in the following table:

Period from
June 30, 2010	Fair		Amortized
to Maturity	Value		Cost
	($ in thousands)
Due in one year or less	$	150,280	$	148,958
Due after one year through five years		480,008		464,430
Due after five years through ten years		350,766		330,705
Due after ten years		254,128		246,415
Mortgage- and asset-backed (including GNMAs)		625,446		604,513
Total	$	1,860,628	$	1,795,021

23

The following table summarizes all securities in a gross unrealized loss position at June 30, 2010 and December 31, 2009, showing the aggregate fair value and gross unrealized loss by the length of time those securities had continuously been in a gross unrealized loss position as well as the number of securities.

	June 30, 2010						December 31, 2009
	Number of		Fair		Gross		Number of		Fair		Gross
	Securities		Value		Unrealized Loss		Securities		Value		Unrealized Loss
	($ in thousands except # of securities)
Fixed Maturities:
U.S. Government Treasury bonds, agency bonds and foreign government bonds
0-6 Months		2	$	12,891	$	2		24	$	116,566	$	597
7-12 Months		—		—		—		—		—		—
> 12 Months		—		—		—		—		—		—
Subtotal		2		12,891		2		24		116,566		597
States, municipalities and political subdivisions
0-6 Months		7		10,718		77		47		108,290		2,291
7-12 Months		6		23,920		315		4		3,534		112
> 12 Months		15		13,342		246		23		17,777		514
Subtotal		28		47,980		638		74		129,601		2,917
Agency mortgage-backed securities
0-6 Months		—		—		—		5		18,385		98
7-12 Months		—		—		—		—		—		—
> 12 Months		—		—		—		—		—		—
Subtotal		—		—		—		5		18,385		98
Residential mortgage obligations
0-6 Months		—		—		—		—		—		—
7-12 Months		—		—		—		—		—		—
> 12 Months		64		29,727		4,990		73		31,071		7,246
Subtotal		64		29,727		4,990		73		31,071		7,246
Asset-backed securities
0-6 Months		—		—		—		—		—		—
7-12 Months		—		—		—		—		—		—
> 12 Months		3		178		9		4		637		34
Subtotal		3		178		9		4		637		34
Commercial mortgage-backed securities
0-6 Months		—		—		—		11		28,103		324
7-12 Months		—		—		—		—		—		—
> 12 Months		4		10,392		242		21		45,135		4,704
Subtotal		4		10,392		242		32		73,238		5,028
Corporate bonds
0-6 Months		11		48,701		1,889		13		33,275		337
7-12 Months		—		—		—		—		—		—
> 12 Months		2		1,921		75		8		6,325		422
Subtotal		13		50,622		1,964		21		39,600		759
Total fixed maturities		114	$	151,790	$	7,845		233	$	409,098	$	16,679
Equity securities — common stocks
0-6 Months		29	$	18,416	$	1,429		—	$	—	$	—
7-12 Months		—		—		—		—		—		—
> 12 Months		—		—		—		1		872		10
Total equity securities		29	$	18,416	$	1,429		1	$	872	$	10

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To determine whether the unrealized loss on structured securities is other-than-temporary, we project an expected principal loss under a range of scenarios and utilize the most likely outcomes. The analysis relies on actual collateral performance measures such as default rate, prepayment rate and loss severity. These assumptions are applied throughout the remaining term of the deal, incorporating the transaction structure and priority of payments, to generate loss adjusted cash flows. Results of the analysis will indicate whether the security ultimately incurs a loss or whether there is a material impact on yield due to either a projected loss or a change in cash flow timing. A breakeven default rate is also calculated. A comparison to the break even default rate to the actual default rate provides an indication of the level of cushion or coverage to the first dollar principal loss. The analysis applies the stated assumptions throughout the remaining term of the transaction to forecast cash flows, which are then applied through the transaction structure to determine whether there is a loss to the security. For securities in which a tranche loss is present, and the net present value of loss adjusted cash flows is less than book value, impairment is recognized. The output data also includes a number of additional metrics such as average life remaining, original and current credit support, over 60 day delinquency and security rating.

For debt securities, when assessing whether the amortized cost basis of the security will be recovered, we compare the present value of cash flows expected to be collected in relation to the current book value. Any shortfalls of the present value of the cash flows expected to be collected in relation to the amortized cost basis is considered the credit loss portion of OTTI losses and is recognized in earnings. All non-credit losses are recognized as changes in OTTI losses within OCI.

For equity securities, in general, we focus our attention on those securities whose fair value was less than 80% of their cost for six or more consecutive months. If warranted as the result of conditions relating to a particular security, we will focus on a significant decline in fair value regardless of the time period involved. Factors considered in evaluating potential impairment include, but are not limited to, the current fair value as compared to cost of the security, the length of time the investment has been below cost and by how much. If an equity security is deemed to be other-than-temporarily impaired, the cost is written down to fair value with the loss recognized in earnings.

For equity securities, we consider our intent to hold securities as part of the process of evaluating whether a decline in fair value represents an other-than-temporary decline in value. For fixed maturity securities, we consider our intent to sell a security and whether it is more likely than not that we will be required to sell a security before the anticipated recovery as part of the process of evaluating whether a security’s unrealized loss represents an other-than-temporary decline. Our ability to hold such securities is supported by sufficient cash flow from its operations and from maturities within its investment portfolio in order to meet its claims payment and other disbursement obligations arising from its underwriting operations without selling such investments. With respect to securities where the decline in value is determined to be temporary and the security’s value is not written down, a subsequent decision may be made to sell that security and realize a loss. Subsequent decisions on security sales are made within the context of overall risk monitoring, changing information and market conditions.

The significant inputs used to measure the amount of credit loss recognized in earnings were actual delinquency rates, default probability assumptions, severity assumptions and prepayment assumptions. Projected losses are a function of both loss severity and probability of default. Default probability and severity assumptions differ based on property type, vintage and the stress of the collateral. We do not intend to sell any of these securities and it is more likely than not that we will not be required sell these securities before the recovery of the amortized cost basis.

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The table below summarizes our activity related to OTTI losses for the periods indicated:

	Three Months Ended								Six Months Ended
	June 30,								June 30,
	2010				2009				2010				2009
	Number of				Number of				Number of				Number of
($ in thousands)	Securities		Amount		Securities		Amount		Securities		Amount		Securities		Amount
Total other-than-temporary impairment losses
Corporate and other bonds		—	$	—		—	$	—		—	$	—		2	$	564
Commercial mortgage-backed securities		—		—		—		—		—		—		—		—
Residential mortgage-backed securities		4		489		6		1,493		6		713		39		19,343
Asset-backed securities		—		—		1		24		—		—		1		143
Equities		—		—		7		359		1		27		57		8,697
Total		4	$	489		14	$	1,876		7	$	740		99	$	28,747
Portion of loss in accumulated other comprehensive income (loss)
Corporate and other bonds			$	—			$	—			$	—			$	—
Commercial mortgage-backed securities				—				—				—				—
Residential mortgage-backed securities				334				1,402				504				17,504
Asset-backed securities				—				5				—				74
Equities				—				—				—				—
Total			$	334			$	1,407			$	504			$	17,578
Impairment losses recognized in earnings
Corporate and other bonds			$	—			$	—			$	—			$	564
Commercial mortgage-backed securities				—				—				—				—
Residential mortgage-backed securities				155				91				209				1,839
Asset-backed securities				—				19				—				69
Equities				—				359				27				8,697
Total			$	155			$	469			$	236			$	11,169

The following table summarizes the cumulative amounts related to our credit loss portion of the OTTI losses on debt securities held as of June 30, 2010 that we do not intend to sell and it is not more likely than not that we will be required to sell the security prior to recovery of the amortized cost basis and for which the non-credit loss portion is included in other comprehensive income:

($ in thousands)
Beginning balance of at January 1, 2010	$	2,523
Credit losses on securities not previously impaired as of January 1, 2010		236
Reductions for securities sold during the period		—
Ending balance at June 30, 2010	$	2,759

For the three and six months ended June 30, 2010, OTTI losses within OCI decreased $0.9 million and $1.9 million, respectively, primarily as a result of increases in the fair value of securities previously impaired. For the three and six months ended June 30, 2009, OTTI losses within OCI were $1.4 million and $17.6 million, respectively.

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The following table summarizes the cumulative amounts related to our non-credit loss portion of the other-than-temporary impairment losses on debt securities held within other comprehensive income for the periods indicated:

	Six Months Ended								Six Months Ended
	June 30, 2010								June 30, 2009
	Number of		Pre-Tax			After-Tax			Number of		Pre-Tax		After-Tax
($ in thousands)	Securities		Amount			Amount			Securities		Amount		Amount
Beginning balance at January 1, 2010
Residential mortgage-backed securities		34	$	5,723		$	3,984			—	$	—	$	—
Asset-backed securities		1		23			16			—		—		—
Total			$	5,746		$	4,000				$	—	$	—
Portion of loss in accumulated other comprehensive income (loss)
Residential mortgage-backed securities		6	$	504		$	328			34	$	17,504	$	11,373
Asset-backed securities		—		—			—			1		74		53
Total			$	504		$	328				$	17,578	$	11,426
Subsequent net unrealized losses (gains) related to securities in which an OTTI loss was recorded in accumulated other comprehensive income (loss)
Residential mortgage-backed securities		36	$	(2,375	)	$	(1,620	)			$	—	$	—
Asset-backed securities		1		(14	)		(10	)				—		—
Total			$	(2,389	)	$	(1,630	)			$	—	$	—
Ending balance at June 30, 2010
Residential mortgage-backed securities		36	$	3,852		$	2,692			34	$	17,505	$	11,373
Asset-backed securities		1		9			6			1		73		53
Total			$	3,861		$	2,698				$	17,578	$	11,426

The contractual maturity by the number of years until maturity for fixed maturity securities with a gross unrealized loss at June 30, 2010 are shown in the following table:

	Gross
	Unrealized Loss					Fair Value
			Percent					Percent
	Amount		of Total			Amount		of Total
	($ in thousands)
Due in one year or less	$	9		0	%	$	2,451		2	%
Due after one year through five years		1,914		24	%		51,543		33	%
Due after five years through ten years		114		1	%		7,002		5	%
Due after ten years		567		7	%		50,497		33	%
Mortgage- and asset-backed securities		5,241		68	%		40,297		27	%
Total fixed maturity securities	$	7,845		100	%	$	151,790		100	%

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The change in net unrealized gains/ (losses) consisted of:

	Six Months Ended June 30,
($ in thousands)	2010			2009
Fixed maturities	$	26,921		$	22,924
Equity securities		(5,347	)		6,558
		21,574			29,482
Deferred income tax (charged) credited		(7,354	)		(9,729	)
Change in unrealized gains (losses), net	$	14,220		$	19,753

Our realized gains and losses for the periods indicated were as follows:

	Three Months Ended June 30,						Six Months Ended June 30,
	2010			2009			2010			2009
	($ in thousands)
Fixed maturities:
Gains	$	11,281		$	1,593		$	17,651		$	4,525
(Losses)		(26	)		(196	)		(283	)		(3,498	)
		11,255			1,397			17,368			1,027
Equity securities:
Gains		—			1,549			—			1,562
(Losses)		(235	)		(350	)		(235	)		(1,530	)
		(235	)		1,199			(235	)		32
Net realized gains (losses)	$	11,020		$	2,596		$	17,133		$	1,059

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The following table presents, for each of the fair value hierarchy levels as defined in ASC 820, Fair Value Measurements, our fixed maturities and equity securities by asset class that are measured at fair value at June 30, 2010:

	Level 1		Level 2		Level 3		Total
	($ in thousands)
U.S. Government Treasury bonds, agency bonds and foreign government bonds	$	319,410	$	174,265	$	—	$	493,675
States, municipalities and political subdivisions		—		406,757		—		406,757
Mortgage- and asset-backed securities:
Agency mortgage-backed securities		—		478,083		—		478,083
Residential mortgage obligations		—		29,727		—		29,727
Asset-backed securities		—		10,845		—		10,845
Commercial mortgage-backed securities		—		106,791		—		106,791
Subtotal		—		625,446		—		625,446
Corporate bonds		—		334,750		—		334,750
Total fixed maturities		319,410		1,541,218		—		1,860,628
Equity securities — common stocks		72,862		—		—		72,862
Total	$	392,272	$	1,541,218	$	—	$	1,933,490

The fair value of financial instruments is determined based on the following fair value hierarchy. The fair value measurement inputs and valuation techniques are similar across all asset classes within the levels outlined below.

• Level 1 – Quoted prices for identical instruments in active markets. Examples are listed equity and fixed income securities traded on an exchange. Treasury securities would generally be considered Level 1.

• Level 2 – Quoted prices for similar instruments in active markets; quoted prices for identical or similar instruments in markets that are not active; and model-derived valuations in which all significant inputs and significant value drivers are observable in active markets. Examples are asset-backed and mortgage-backed securities which are similar to other asset-backed or mortgage-backed securities observed in the market.

• Level 3 – Valuations derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable. An example would be a private placement with minimal liquidity.

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We did not have any significant transfers between Level 1 and 2 for the three and six months ended June 30, 2010. We did not have any Level 3 securities activity for the six months ended June 30, 2010. The following table presents a reconciliation of the beginning and ending balances for all investments measured at fair value using Level 3 inputs during the six months ended June 30, 2009:

	Six Months Ended
	June 30, 2009
	($ in thousands)
Level 3 investments as of January 1		$	156
Unrealized net gains included in other comprehensive income (loss)			23
Purchases, sales, paydowns and amortization			(23	)
Transfer from Level 3			(156	)
Transfer to Level 3			—
Level 3 investments as of June 30, 2009		$	—

Note 11. Credit Facility

On April 1, 2010, we entered into a $140 million credit facility agreement entitled “Fifth Amended and Restated Credit Agreement” with JPMorgan Chase Bank, N.A., as Administrative Agent, and a syndicate of lenders. The credit facility is a letter of credit facility and amends and replaces the $75 million credit facility that expired by its terms on April 2, 2010. We may request that the facility be increased by an amount not to exceed $25 million. The credit facility, which is denominated in U.S. dollars, is utilized primarily by Navigators Corporate Underwriters Ltd. and Millennium Underwriting Ltd. to fund our participation in Syndicate 1221 through letters of credit. The letters of credit issued under the facility are denominated in British pounds and their aggregate face amount will fluctuate based on exchange rates. The credit facility expires on March 31, 2011. At June 30, 2010, letters of credit with an aggregate face amount of $122.7 million were outstanding under the credit facility.

This credit facility contains customary covenants for facilities of this type, including restrictions on indebtedness and liens, limitations on mergers, dividends and the sale of assets, and requirements as to maintaining certain consolidated tangible net worth, statutory surplus and other financial ratios. The credit facility also provides for customary events of default, including failure to pay principal, interest or fees when due, failure to comply with covenants, any representation or warranty made by the Company being false in any material respect, default under certain other indebtedness, certain insolvency or receivership events affecting the Company and its subsidiaries, the occurrence of certain material judgments, or a change in control of the Company. The letter of credit facility is secured by a pledge of the stock of certain insurance subsidiaries of the Company. To the extent the aggregate face amount issued under the credit facility exceeds the commitment amount, we are required to post collateral with the lead bank of the consortium. We were in compliance with all covenants under the credit facility at June 30, 2010.

As a result of the April 1, 2010 amendment of the credit facility, the applicable margin and applicable fee rate payable under the letter of credit facility are now based on a tiered schedule that is based on the Company’s status as determined from its then-current ratings issued by S&P and Moody’s Investors Service (“Moody’s”) with respect to the Company’s senior unsecured long-term debt securities without third-party credit enhancement.

Note 12. Share Repurchases

In November 2009, the Parent Company’s Board of Directors adopted a share repurchase program for up to $35 million of the Parent Company’s common stock. In March 2010, the Parent Company’s Board of Directors adopted a share repurchase program for up to an additional $65 million of the Parent Company’s common stock. Purchases are permitted from time to time at prevailing prices in open market or privately negotiated transactions through December 31, 2010. The timing and amount of purchases under the program depend on a variety of factors, including the trading price of the stock, market conditions and corporate and regulatory considerations.

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The following presents our share repurchases under the aforementioned programs for the periods indicated:

	Number of
	Shares				Dollar Value
	Purchased				of Shares that
	Under Publicly		Average		May Yet Be
	Announced		Cost Paid		Purchased Under
	Program		Per Share		the Program (1)
	($ in thousands, except per share)
October 2009		—		—	$	35,000
November 2009		29,021	$	47.30	$	33,627
December 2009		112,555	$	47.83	$	28,243
Subtotal fourth quarter		141,576	$	47.72
Total 2009 activity		141,576	$	47.72
January 2010		171,500	$	44.32	$	20,642
February 2010		128,500	$	41.79	$	15,272
March 2010		273,600	$	39.10	$	69,573
Subtotal first quarter		573,600	$	41.27
April 2010		149,912	$	40.92	$	63,439
May 2010		248,430	$	39.92	$	53,522
June 2010		159,661	$	40.38	$	47,075
Subtotal second quarter		558,003	$	40.32
Total 2010 activity		1,131,603	$	40.80
Total share repurchase activity		1,273,179	$	41.57	$	47,075

(1) Balance as of the end of the month indicated.

From July 1, 2010 through August 3, 2010, the Parent Company purchased an additional 62,114 shares of its common stock in the open market at an average cost of $42.15 per share for a total of $2.6 million under the aforementioned $65 million share repurchase program.

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Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

Note on Forward-Looking Statements

Some of the statements in this Quarterly Report on Form 10-Q for The Navigators Group, Inc. and its subsidiaries (“the Company”, “we”, “us”, and “our”) are “forward-looking statements” as defined in the Private Securities Litigation Reform Act of 1995. All statements other than statements of historical fact included in or incorporated by reference in this Quarterly Report are forward looking statements. Whenever used in this report, the words “estimate,” “expect,” “believe” or similar expressions or their negative 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 anticipated results will be achieved, since actual results may differ materially because of both known and unknown risks and uncertainties which we face. We undertake no obligation to publicly update or revise any forward-looking statements, whether as a result of new information, future events or otherwise. Factors that could cause actual results to differ materially from our forward-looking statements include, but are not limited to, the factors discussed in the “Risk Factors” section of our 2009 Annual Report on Form 10-K as well as:

• continued volatility in the financial markets and the current recession;

• risks arising from the concentration of our business in marine and energy, general liability and professional liability insurance, including the risk that market conditions for these lines could change adversely or that we could experience large losses in these lines;

• cyclicality in the property/casualty insurance business generally, and the marine insurance business specifically;

• risks that we face in entering new markets and diversifying the products and services that we offer, including risks arising from the development of our new specialty lines or our ability to manage effectively the rapid growth in our lines of business;

• changing legal, social and economic trends and inherent uncertainties in the loss estimation process, which could adversely impact the adequacy of loss reserves and the allowance for reinsurance recoverables;

• risks inherent in the preparation of our financial statements, which requires us to make many estimates and judgments;

• our ability to continue to obtain reinsurance covering our exposures at appropriate prices and/or in sufficient amounts;

• the counterparty credit risk of our reinsurers, including the other participants in the marine pool, and other risks associated with the collection of reinsurance recoverable amounts from our reinsurers, who may not pay on losses in a timely fashion, or at all;

• the effects of competition from other insurers;

• unexpected turnover of our professional staff and our ability to attract and retain qualified employees;

• increases in interest rates during periods in which we must sell fixed-income securities to satisfy liquidity needs may result in realized investment losses;

• our investment portfolio is exposed to market-wide risks and fluctuations, as well as to risks inherent in particular types of securities;

• exposure to significant capital market risks related to changes in interest rates, credit spreads, equity prices and foreign exchange rates which may adversely affect our results of operations, financial condition or cash flows;

• capital may not be available in the future, or may not be available on favorable terms;

• our ability to maintain or improve our ratings to avoid the possibility of downgrades in our claims-paying and financial strength ratings significantly adversely affecting us, including reducing the number of insurance policies we write generally, or causing clients who require an insurer with a certain rating level to use higher-rated insurers;

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• risks associated with continued or increased premium levies by Lloyd’s of London (“Lloyd’s) for the Lloyd’s Central Fund and cash calls for trust fund deposits, or a significant downgrade of Lloyd’s rating by A.M. Best Company;

• changes in the laws, rules and regulations that apply to our insurance companies;

• the inability of our subsidiaries to pay dividends to us in sufficient amounts, which would harm our ability to meet our obligations;

• weather-related events and other catastrophes (including acts of terrorism) impacting our insureds and/or reinsurers, including, without limitation, the impact of Hurricanes Katrina, Rita and Wilma in 2005 and Hurricanes Gustav and Ike in 2008 and the possibility that our estimates of losses from such hurricanes will prove to be materially inaccurate;

• volatility in the market price of our common stock; and

• other risks that we identify in current and future filings with the Securities and Exchange Commission (“SEC”).

In light of these risks, uncertainties and assumptions, any forward-looking events discussed in this Form 10-Q may not occur. You are cautioned not to place undue reliance on any forward-looking statements, which speak only as of their respective dates.

Overview

The discussion and analysis of our financial condition and results of operations contained herein should be read in conjunction with our consolidated financial statements and accompanying notes which appear elsewhere in this Form 10-Q. It contains forward-looking statements that involve risks and uncertainties. Please see “Note on Forward-Looking Statements” for more information. Our actual results could differ materially from those anticipated in these forward-looking statements as a result of various factors, including those discussed below and elsewhere in this Form 10-Q.

We are an international insurance company focusing on specialty products for niches within the overall property/casualty insurance market. Our largest product line and most long-standing area of specialization is ocean marine insurance. We have also developed specialty niches in professional liability insurance and in specialty liability insurance primarily consisting of contractors’ liability and primary and excess liability coverages.

Our underwriting segments consist of insurance company operations (“Insurance Companies”) and operations at Lloyd’s of London (“Lloyd’s”) through Lloyd’s Syndicate 1221 (“Syndicate 1221”) (“Lloyd’s Operations”). The Insurance Companies consist of Navigators Insurance Company, which includes our branch located in the United Kingdom (the “U.K. Branch”), and Navigators Specialty Insurance Company, which underwrites specialty and professional liability insurance on an excess and surplus lines basis. All of the insurance business written by Navigators Specialty Insurance Company is fully reinsured by Navigators Insurance Company pursuant to a 100% quota share reinsurance agreement. Our Lloyd’s Operations include Navigators Underwriting Agency Ltd. (“NUAL”), a wholly-owned Lloyd’s underwriting agency which manages Syndicate 1221. Our Lloyd’s Operations primarily underwrite marine and related lines of business along with offshore energy, professional liability insurance and construction coverages for onshore energy business through Syndicate 1221. We controlled 100% of Syndicate 1221’s stamp capacity for the 2010 and 2009 underwriting years through our wholly-owned subsidiary, Navigators Corporate Underwriters Ltd., which is referred to as a corporate name in the Lloyd’s market. We have also established underwriting agencies in Antwerp, Belgium, Stockholm, Sweden and Copenhagen, Denmark which underwrite risks pursuant to binding authorities within NUAL into Syndicate 1221.

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Catastrophe Risk Management

Our Insurance Companies and Lloyd’s Operations have exposure to losses caused by natural and man-made catastrophic events. The frequency and severity of catastrophes are unpredictable.

The extent of losses from a catastrophe is a function of both the total amount of insured exposure in an area affected by the event and the severity of the event. We continually assess our concentration of underwriting exposures in catastrophe exposed areas globally and manage this exposure through individual risk selection and through the purchase of reinsurance. We also use modeling and concentration management tools that allow us to better monitor and control our accumulations of potential losses from catastrophe events. Despite these efforts, there remains uncertainty about the characteristics, timing and extent of insured losses given the unpredictable nature of catastrophes. The occurrence of one or more catastrophic events could have a material adverse effect on our results of operations, financial condition and/or liquidity.

We have significant natural catastrophe exposures throughout the world. We estimate that our current largest exposure to loss from a single natural catastrophe event comes from an earthquake on the west coast of the United States. As of June 30, 2010, we estimate that our probable maximum pre-tax gross and net loss exposure for an earthquake event centered at Los Angeles, California would be approximately $145 million and $26 million, respectively, including the cost of reinsurance reinstatement premiums.

Like all catastrophe exposure estimates, the foregoing estimate of our probable maximum loss is inherently uncertain. This estimate is highly dependent upon numerous assumptions and subjective underwriting judgments. Examples of significant assumptions and judgments related to such an estimate include the intensity, depth and location of the earthquake, the various types of the insured risks exposed to the event at the time the event occurs and the estimated costs or damages incurred for each insured risk. The composition of our portfolio also makes such estimates challenging due to the non-static nature of the exposures covered under our policies in lines of business such as cargo and hull. There can be no assurances that the gross and net loss amounts that we could incur in such an event or in any natural catastrophe event would not be materially higher than the estimates discussed above given the significant uncertainties with respect to such an estimate. Moreover, our portfolio of insured risks changes dynamically over time and there can be no assurance that our probable maximum loss will not change materially over time.

The occurrence of large loss events could reduce the reinsurance coverage that is available to us and could weaken the financial condition of our reinsurers, which could have a material adverse effect on our results of operations. Although the reinsurance agreements make the reinsurers liable to us to the extent the risk is transferred or ceded to the reinsurer, ceded reinsurance arrangements do not eliminate our obligation to pay claims to our policyholders as we are required to pay the losses if a reinsurer fails to meet its obligations under the reinsurance agreement. Accordingly, we bear credit risk with respect to our reinsurers. Specifically, our reinsurers may not pay claims made by us on a timely basis, or they may not pay some or all of these claims. Either of these events would increase our costs and could have a material adverse effect on our business.

Critical Accounting Policies

The Company’s Annual Report on Form 10-K for the year ended December 31, 2009 discloses our critical accounting policies (see Item 7 — Management’s Discussion and Analysis of Financial Condition and Results of Operations — Critical Accounting Policies). Certain of these policies are critical to the portrayal of our financial condition and results since they require management to establish estimates based on complex and subjective judgments, including those related to our estimates for loss and loss adjustment expenses (“LAE”) (including losses that have occurred but were not reported to us by the financial reporting date), reinsurance recoverables, written and unearned premium, the recoverability of deferred tax assets, the impairment of investment securities and accounting for Lloyd’s results. For additional information regarding our critical accounting policies, refer to our 2009 Annual Report on Form 10-K for the year ended December 31, 2009, pages 42 through 51.

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Recent Accounting Pronouncements

Refer to “Note 2: Recent Accounting Pronouncements” in the Notes to Interim Consolidated Financial Statements for a discussion about accounting standards recently adopted by the Company, as well as recent accounting developments relating to standards not yet adopted by the Company.

Results of Operations

The following is a discussion and analysis of our consolidated and segment results of operations for the three and six months ended June 30, 2010 and 2009. Earnings per share data is presented on a per diluted share basis. In presenting our financial results, we have discussed our performance with reference to underwriting profit or loss and the related combined ratio, both of which are non-GAAP measures of underwriting profitability. We consider such measures, which may be defined differently by other companies, to be important in the understanding of our overall results of operations. Underwriting profit or loss is calculated from net earned premium, less the sum of net losses and LAE, commission expenses, other operating expenses and other income (expense). The combined ratio is derived by dividing the sum of net losses and LAE, commission expenses, other operating expenses and other income (expense) by net earned premiums. A combined ratio of less than 100% indicates an underwriting profit and over 100% indicates an underwriting loss.

Net income for the three months ended June 30, 2010 was $19.0 million or $1.16 per diluted share compared to $23.7 million or $1.39 per diluted share for the three months ended June 30, 2009. Included in these results were net realized gains of $7.2 million and $1.7 million after-tax for the three months ended June 30, 2010 and 2009, respectively. Our net realized gains in the second quarter resulted from the sale of the majority of our general obligation municipal obligations, the proceeds of which were reinvested in corporate bonds and agency mortgage-backed securities. In addition, our net income included net other-than-temporary impairment losses recognized in earnings of $0.1 million and $0.3 million after-tax for the three months ended June 30, 2010 and 2009, respectively.

Net income for the three and six months ended June 30, 2009 included a gain related to the repurchase of $10 million aggregate principal amount of our 7.0% Senior notes from an unaffiliated note-holder on the open market for $7 million, which net of amortized costs resulted in a pre-tax gain of $2.9 million and added $0.11 to earnings per share.

The combined ratio for the three months ended June 30, 2010 was 99.7% compared to 92.9% for the comparable period in 2009. The increase in the loss ratios for the 2010 periods was partially due to the impact of reinstatement premiums on net earned premiums related to the Deepwater Horizon and West Atlas oil drilling rig losses. See Net Losses and Loss Adjustment Expenses section below. In addition, there was favorable prior year reserve development of $5.3 million and $6.5 million for the three and six months ended June 30, 2010 compared to prior year favorable development of $9.5 million and $15.2 million for the comparable periods in 2009. The net paid loss and LAE ratio for the three months ended June 30, 2010 was 61.1% compared to 36.4% for the comparable period in 2009.

Cash flow from operations was $64.4 million for the first six months of 2010 compared to $69.5 million for the comparable period in 2009. This decrease was primarily due to a $64.0 million increase in paid losses as well as an overall decline in the operating results in the first six months of 2010 compared with the same period in 2009. Partially offsetting these declines was an increase in the cash flow due to improved collections on reinsurance recoverables in the first six months of 2010 compared with the same period in 2009.

Consolidated stockholders’ equity increased 1.6% to $814.7 million or $51.48 per share at June 30, 2010 compared to $801.5 million or $47.58 per share at December 31, 2009. The increase in stockholder’s equity was primarily due to net income and unrealized investment portfolio gains.

35

REVENUES

Gross written premiums decreased to $253.6 million and $523.7 million in the three months and six months ended June 30, 2010, respectively compared to $272.7 million and $548.0 million in the 2009 comparable periods. The decrease in the 2010 second quarter and six month gross written premiums compared to 2009 was primarily due to the run-off of our personal umbrella lines as well as a continued decline in our construction liability lines in the Property Casualty business.

The average renewal premium rates for our Insurance Companies and Lloyd’s Operations’ marine business increased approximately 3% and 4%, respectively, for the six months ended June 30, 2010 compared to the same period in 2009. For our Property Casualty division, we experienced average renewal premium rate declines in our primary casualty, excess casualty and NavTech lines of approximately 3%, 4% and 1%, respectively. The Insurance Companies and Lloyd’s professional liability division overall experienced an approximately 2% decrease in average renewal premium rates for the six months ended June 30, 2010 compared to 2009.

The average premium rate increases or decreases as noted above for the marine, property casualty and professional liability businesses are calculated primarily by comparing premium amounts on policies that have renewed. The premiums are judgmentally adjusted for exposure factors when deemed significant and sometimes represent an aggregation of several lines of business. The rate change calculations provide an indicated pricing trend and are not meant to be a precise analysis of the numerous factors that affect premium rates or the adequacy of such rates to cover all underwriting costs and generate an underwriting profit. The calculation can also be affected quarter by quarter depending on the particular policies and the number of policies that renew during that period. Due to market conditions, these rate changes may or may not apply to new business that generally would be more competitively priced compared to renewal business. The calculation does not reflect the rate on business that we are unwilling or unable to renew due to loss experience or competition.

36

The following tables set forth our gross and net written premiums and net earned premiums by segment and line of business for the periods indicated:

	Three Months Ended June 30,
	2010									2009
	Gross					Net		Net		Gross					Net		Net
	Written					Written		Earned		Written					Written		Earned
	Premiums		%			Premiums		Premiums		Premiums		%			Premiums		Premiums
	($ in thousands)
Insurance Companies:
Marine	$	55,204		22	%	$	37,153	$	40,554	$	57,086		21	%	$	34,956	$	34,678
Property Casualty		81,797		32	%		54,300		50,171		94,567		34	%		65,704		63,068
Professional Liability		33,640		13	%		19,948		19,700		37,732		14	%		21,699		18,477
Insurance Companies Total		170,641		67	%		111,401		110,425		189,385		69	%		122,359		116,223
Lloyd’s Operations:
Marine		41,829		17	%		34,421		34,727		47,273		18	%		40,077		37,038
Property Casualty		29,122		11	%		13,924		10,763		25,506		9	%		15,070		11,201
Professional Liability		11,976		5	%		5,259		5,556		10,565		4	%		5,501		5,406
Lloyd’s Operations Total		82,927		33	%		53,604		51,046		83,344		31	%		60,648		53,645
Total	$	253,568		100	%	$	165,005	$	161,471	$	272,729		100	%	$	183,007	$	169,868

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	Six Months Ended June 30,
	2010									2009
	Gross					Net		Net		Gross					Net		Net
	Written					Written		Earned		Written					Written		Earned
	Premiums		%			Premiums		Premiums		Premiums		%			Premiums		Premiums
	($ in thousands)
Insurance Companies:
Marine	$	122,730		24	%	$	88,156	$	81,648	$	134,323		25	%	$	93,415	$	71,839
Property Casualty		161,143		31	%		103,997		101,252		178,825		33	%		125,680		128,480
Professional Liability		64,606		12	%		40,588		38,736		68,220		12	%		40,346		36,194
Insurance Companies Total		348,479		67	%		232,741		221,636		381,368		70	%		259,441		236,513
Lloyd’s Operations:
Marine		100,970		19	%		84,063		70,287		106,296		19	%		90,051		68,213
Property Casualty		49,081		9	%		25,635		22,678		39,034		7	%		22,665		19,124
Professional Liability		25,183		5	%		11,883		10,939		21,290		4	%		11,502		10,964
Lloyd’s Operations Total		175,234		33	%		121,581		103,904		166,620		30	%		124,218		98,301
Total	$	523,713		100	%	$	354,322	$	325,540	$	547,988		100	%	$	383,659	$	334,814

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Gross Written Premiums

Insurance Companies’ Gross Written Premiums

Marine Premiums. The gross written premiums for the three and six months ended June 30, 2010 and 2009 consisted of the following:

	Three Months Ended June 30,
($ in thousands)	2010				2009				Change
Marine liability	$	20,966	38	%	$	21,730	38	%		-4	%
Inland marine		7,625	14	%		7,409	13	%		3	%
P&I		3,118	6	%		5,598	10	%		-44	%
Other		5,393	9	%		4,562	8	%		18	%
Cargo		4,435	8	%		5,633	10	%		-21	%
Craft/Fishing vessel		5,062	9	%		4,920	9	%		3	%
Bluewater hull		5,535	10	%		4,776	8	%		16	%
Transport		3,070	6	%		2,458	4	%		25	%
Total	$	55,204	100	%	$	57,086	100	%		-3	%

The Insurance Companies’ marine gross written premiums for the 2010 second quarter decreased 3.3% compared to the same period in 2009. The competition in this sector remains significant and excess capacity continues to exist. The average renewal premium rates for marine liability increased 9% for the three months ended June 30, 2010 primarily due to large increases in our energy liability lines. Most of the other lines experienced average renewal premium rate declines in the second quarter.

	Six Months Ended June 30,
($ in thousands)	2010				2009				Change
Marine liability	$	45,746	38	%	$	48,813	36	%		-6	%
Inland marine		16,517	13	%		15,845	12	%		4	%
P&I		10,240	8	%		17,948	13	%		-43	%
Other		11,733	10	%		9,332	7	%		26	%
Cargo		10,656	9	%		14,410	11	%		-26	%
Craft/Fishing vessel		10,932	9	%		9,361	7	%		17	%
Bluewater hull		10,159	8	%		10,930	8	%		-7	%
Transport		6,747	5	%		7,684	6	%		-12	%
Total	$	122,730	100	%	$	134,323	100	%		-9	%

The Insurance Companies’ marine gross written premiums for the 2010 six month period decreased 8.6% compared to the same period in 2009 due primarily to the reasons described in the three month change above. For the six months ended June 30, 2010, the average renewal premium rates for marine liability increased 4%. Craft/Fishing vessel, Transport, P&I and Inland Marine also experienced increased average renewal premium rates.

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Property Casualty Premiums. The gross written premiums for the three and six months ended June 30, 2010 and 2009 consisted of the following:

	Three Months Ended June 30,
($ in thousands)	2010				2009				Change
Construction liability	$	25,931	32	%	$	29,320	31	%		-12	%
Commercial umbrella		28,034	34	%		23,273	25	%		20	%
Offshore energy		14,409	18	%		13,998	15	%		3	%
Primary E&S		1,400	2	%		1,980	2	%		-29	%
Other		12,023	14	%		25,996	27	%		-54	%
Total	$	81,797	100	%	$	94,567	100	%		-14	%

The property casualty gross written premiums for the three months ended June 30, 2010 decreased 13.5% compared to the same period in 2009, due primarily to the run-off of our personal umbrella line as well as continuing weak economic conditions that have reduced demand for construction liability insurance. Our commercial umbrella business line experienced growth in 2010 due to the investments we made in 2008 and 2009 in new underwriters. For the three months ended June 30, 2010, the average renewal premium rates for our casualty lines including construction liability declined modestly. Our NavTech lines saw average renewal rate decreases that occurred earlier in the year reverse following the Deepwater Horizon event, resulting in rate increases of 15-20% by the end of the second quarter.

	Six Months Ended June 30,
($ in thousands)	2010				2009				Change
Construction liability	$	47,957	30	%	$	56,772	32	%		-16	%
Commercial umbrella		44,347	28	%		38,363	21	%		16	%
Offshore energy		23,624	15	%		23,324	13	%		1	%
Primary E&S		3,454	2	%		3,459	2	%		0	%
Other		41,761	25	%		56,907	32	%		-27	%
Total	$	161,143	100	%	$	178,825	100	%		-10	%

The property casualty gross written premiums for the six months ended June 30, 2010 decreased 9.9% compared to the same period in 2009 due primarily to the reasons described in the three month change above. For the six months ended June 30, 2010, the average renewal premium rates for our casualty lines including construction liability declined modestly. Our NavTech lines saw average renewal rate decreases that occurred earlier in the year reverse following the Deepwater Horizon event, resulting in rate increases of 15-20% by the end of the second quarter.

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Professional Liability Premiums. The gross written premiums for the three and six months ended June 30, 2010 and 2009 consisted of the following:

	Three Months Ended June 30,
($ in thousands)	2010				2009				Change
D&O (public and private)	$	20,753	62	%	$	29,396	78	%		-29	%
Errors and omissions		12,080	36	%		7,242	19	%		67	%
Architects and engineers		807	2	%		1,094	3	%		-26	%
Total	$	33,640	100	%	$	37,732	100	%		-11	%

The professional liability gross written premiums for the three months ended June 30, 2010 decreased 10.8% compared to the same period in 2009. The decline in D&O gross written premiums was due to a shift in underwriting toward excess layers. The increase in the E&O gross written premiums was due to growth in our program for smaller law firms. For the three months ended June 30, 2010, the average renewal premium rates for the professional liability business decreased approximately 6% compared to the same period in 2009.

	Six Months Ended June 30,
($ in thousands)	2010				2009				Change
D&O (public and private)	$	36,896	57	%	$	47,734	70	%		-23	%
Errors and omissions		25,967	40	%		18,441	27	%		41	%
Architects and engineers		1,743	3	%		2,045	3	%		-15	%
Total	$	64,606	100	%	$	68,220	100	%		-5	%

The professional liability gross written premiums for the six months ended June 30, 2010 decreased 5.3% compared to the same period in 2009 due primarily to the reasons described in the three month change above. For the six months ended June 30, 2010, the average renewal premium rates for the professional liability business decreased approximately 3% compared to the same period in 2009.

Lloyd’s Operations’ Gross Written Premiums

We have controlled 100% of Syndicate 1221’s stamp capacity since 2006. Stamp capacity is a measure of the amount of premium a Lloyd’s syndicate is authorized to write based on a business plan approved by the Council of Lloyd’s. Syndicate 1221’s stamp capacity is £168 million ($251 million) in 2010 compared to £124 million ($194 million) in 2009.

The Lloyd’s Operations’ gross written premiums for the three and six months ended June 30, 2010 were flat and increased 5.2% compared to the same periods in 2009. The increase in the year to date gross written premiums was attributable to higher property casualty and professional liability premiums which are described in detail below.

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Marine Premiums. The gross written premiums for the three and six months ended June 30, 2010 and 2009 consisted of the following:

	Three Months Ended June 30,
($ in thousands)	2010				2009				Change
Marine liability	$	13,584	32	%	$	11,982	25	%		13	%
Cargo and specie		14,128	34	%		21,350	46	%		-34	%
Assumed reinsurance		4,034	10	%		5,435	11	%		-26	%
Hull		7,834	19	%		6,678	14	%		17	%
Other		2,249	5	%		1,828	4	%		23	%
Total	$	41,829	100	%	$	47,273	100	%		-12	%

The marine gross written premium for the three months ended June 30, 2010 declined 11.5% compared to the same period in 2009. Our assumed reinsurance business line declined as we exited the U.S. property catastrophe business. For the three months ended June 30, 2010, average renewal premium rates increased approximately 4% compared to the same period in 2009.

	Six Months Ended June 30,
($ in thousands)	2010				2009				Change
Marine liability	$	39,112	39	%	$	32,827	31	%		19	%
Cargo and specie		35,210	35	%		43,037	40	%		-18	%
Assumed reinsurance		10,530	10	%		15,759	15	%		-33	%
Hull		11,461	11	%		10,427	10	%		10	%
Other		4,657	5	%		4,246	4	%		10	%
Total	$	100,970	100	%	$	106,296	100	%		-5	%

The marine gross written premium for the six months ended June 30, 2010 declined 5.0% compared to the same period in 2009 due primarily to the reasons described in the three month change above. For the six months ended June 30, 2010, average renewal premium rates increased approximately 4% compared to the same period in 2009.

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Property Casualty Premiums. The gross written premiums for the three and six months ended June 30, 2010 and 2009 consisted of the following:

	Three Months Ended June 30,
($ in thousands)	2010					2009					Change
Offshore Energy	$	13,449		46	%	$	12,032		46	%		12	%
Engineering and Construction		6,214		21	%		4,802		19	%		29	%
Onshore Energy		8,359		29	%		6,849		27	%		22	%
US Property Casualty		1,025		4	%		1,440		6	%		-29	%
Bloodstock		109		0	%		415		2	%		-74	%
Property		(34	)	0	%		(32	)	0	%		6	%
Total	$	29,122		100	%	$	25,506		100	%		14	%

The Property Casualty gross written premiums for the three months ended June 30, 2010 increased 14.2% compared to the same period in 2009 due to improved trade conditions in our NavTech Offshore energy business line resulting from the Deepwater Horizon incident. The U.S. property casualty business is primarily comprised of non-admitted risks in the state of New York. The average renewal premium rates for the three months ended June 30, 2010 for our offshore energy lines increased approximately 4% and our onshore energy and engineering lines decreased approximately 11% and was flat, respectively, compared to the same period in 2009. Our NavTech lines saw average renewal rate decreases that occurred earlier in the year reverse following the Deepwater Horizon event, resulting in rate increases of 15-20% by the end of the second quarter.

	Six Months Ended June 30,
($ in thousands)	2010					2009					Change
Offshore Energy	$	23,855		48	%	$	18,331		47	%		30	%
Engineering and Construction		11,173		23	%		8,364		21	%		34	%
Onshore Energy		10,671		22	%		9,284		24	%		15	%
US Property Casualty		1,354		3	%		2,720		7	%		-50	%
Bloodstock		2,067		4	%		415		1	%		398	%
Property		(39	)	0	%		(80	)	0	%		-51	%
Total	$	49,081		100	%	$	39,034		100	%		26	%

The Property Casualty gross written premiums for the six months ended June 30, 2010 increased 25.7% compared to the same period in 2009 due primarily to the reasons described in the three month change above. For the six months ended June 30, 2010, the average renewal premium rates offshore energy and engineering lines were flat and increased approximately 1%, respectively, and for our onshore energy lines decreased approximately 9% compared to the same period in 2009. Our NavTech lines saw average renewal rate decreases that occurred earlier in the year reverse following the Deepwater Horizon event, resulting in rate increases of 15-20% by the end of the second quarter.

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Professional Liability Premiums. The gross written premiums for the three and six months ended June 30, 2010 and 2009 consisted of the following:

	Three Months Ended June 30,
($ in thousands)	2010				2009				Change
D&O (public and private)	$	9,456	79	%	$	6,495	61	%		46	%
E&O		2,520	21	%		4,070	39	%		-38	%
Total	$	11,976	100	%	$	10,565	100	%		13	%

The gross written premiums for the three months ended June 30, 2010 increased 13.4% compared to the same period in 2009. The increase in gross written premiums was primarily due to higher excess D&O premiums being generated from an underwriting team that we hired at the end of 2008. The average renewal premiums rates decreased approximately 2% for the three months ended June 30, 2010 compared to the same period in 2009, respectively.

	Six Months Ended June 30,
($ in thousands)	2010				2009				Change
D&O (public and private)	$	16,038	64	%	$	10,595	50	%		51	%
E&O		9,145	36	%		10,695	50	%		-14	%
Total	$	25,183	100	%	$	21,290	100	%		18	%

The gross written premiums for the six months ended June 30, 2010 increased 18.3% compared to the same period in 2009 due primarily to the reasons described in the three month change above. The average renewal premiums rates were flat for the six months ended June 30, 2010 compared to the same period in 2009.

Ceded Written Premiums

In the ordinary course of business, we reinsure certain insurance risks with unaffiliated insurance companies for the purpose of limiting our maximum loss exposure, protecting against catastrophic losses, and maintaining desired ratios of net premiums written to statutory surplus. The relationship of ceded to written premium varies based upon the types of business written and whether the business is written by the Insurance Companies or the Lloyd’s Operations.

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The following tables set forth our ceded written premiums by segment and major line of business for the periods indicated:

	Three Months Ended June 30,
	2010					2009
			% of					% of
	Ceded		Gross			Ceded		Gross
	Written		Written			Written		Written
	Premiums		Premiums			Premiums		Premiums
	($ in thousands)
Insurance Companies:
Marine	$	18,051		33	%	$	22,130		39	%
Property Casualty		27,497		34	%		28,863		31	%
Professional Liability		13,692		41	%		16,033		42	%
Subtotal		59,240		35	%		67,026		35	%
Lloyd’s Operations:
Marine		7,408		18	%		7,196		15	%
Property Casualty		15,198		52	%		10,436		41	%
Professional Liability		6,717		56	%		5,064		48	%
Subtotal		29,323		35	%		22,696		27	%
Total	$	88,563		35	%	$	89,722		33	%

45

	Six Months Ended June 30,
	2010					2009
			% of					% of
	Ceded		Gross			Ceded		Gross
	Written		Written			Written		Written
	Premiums		Premiums			Premiums		Premiums
	($ in thousands)
Insurance Companies:
Marine	$	34,574		28	%	$	40,908		30	%
Property Casualty		57,146		35	%		53,145		30	%
Professional Liability		24,018		37	%		27,874		41	%
Subtotal		115,738		33	%		121,927		32	%
Lloyd’s Operations:
Marine		16,907		17	%		16,245		15	%
Property Casualty		23,446		48	%		16,369		42	%
Professional Liability		13,300		53	%		9,788		46	%
Subtotal		53,653		31	%		42,402		25	%
Total	$	169,391		32	%	$	164,329		30	%

The increase in the percentage of total ceded written premiums to total gross written premiums for the three and six months ended June 30, 2010 compared to the same period in 2009 was primarily due to reinstatement costs recorded in the second quarter of 2010 resulting from both the Deepwater Horizon and West Atlas losses ($7.9 million).

Net Written Premiums

Net written premiums decreased 9.8% and 7.6% for the three and six months ended June 30, 2010 compared to the same periods in 2009 due to lower gross written premiums in 2010 as well as the increase in ceded premiums noted above.

Net Earned Premiums

Net earned premiums decreased 4.9% and 2.8% for the three and six months ended June 30, 2010 compared to the same periods in 2009.

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Net Investment Income

Our net investment income was derived from the following sources:

	Three Months Ended June 30,						Six Months Ended June 30,
	2010			2009			2010			2009
	($ in thousands)
Fixed maturities	$	17,456		$	18,442		$	35,196		$	36,810
Equity securities		673			510			1,229			1,255
Short-term investments		257			438			492			806
		18,386			19,390			36,917			38,871
Investment expenses		(533	)		(734	)		(1,092	)		(1,472	)
Net investment income	$	17,853		$	18,656		$	35,825		$	37,399

Net investment income decreased 4.3% and 4.2% for the 2010 second quarter and six month periods compared to the same periods in 2009 due to lower short-term investment yields.

Net Other-Than-Temporary Impairment Losses Recognized In Earnings

Our net other-than-temporary impairment losses recognized in earnings for the periods indicated were as follows:

	Three Months Ended June 30,						Six Months Ended June 30,
	2010			2009			2010			2009
	($ in thousands)
Fixed maturities	$	(155	)	$	(110	)	$	(209	)	$	(2,472	)
Equity securities		—			(359	)		(27	)		(8,697	)
Net other-than-temporary impairment losses recognized in earnings	$	(155	)	$	(469	)	$	(236	)	$	(11,169	)

For the three and six months ended June 30, 2010, we recorded net other-than-temporary impairment losses recognized in earnings of $0.2 million and $0.2 million, respectively, relating primarily to residential mortgage-backed securities. For the comparable periods in the prior year, we recorded $0.5 million and $11.2 million of net other-than-temporary impairment losses recognized in earnings primarily related to equity securities and residential mortgage-backed securities.

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Net Realized Gains and Losses

Our realized gains and losses for the periods indicated were as follows:

	Three Months Ended June 30,						Six Months Ended June 30,
	2010			2009			2010			2009
	($ in thousands)
Fixed maturities:
Gains	$	11,281		$	1,593		$	17,651		$	4,525
(Losses)		(26	)		(196	)		(283	)		(3,498	)
		11,255			1,397			17,368			1,027
Equity securities:
Gains		—			1,549			—			1,562
(Losses)		(235	)		(350	)		(235	)		(1,530	)
		(235	)		1,199			(235	)		32
Net realized gains (losses)	$	11,020		$	2,596		$	17,133		$	1,059

For the three and six months ended June 30, 2010, we recorded $11.0 million and $17.1 million of net realized gains compared to net realized gains of $2.6 million and $1.1 million for the comparable periods in 2009. On an after-tax basis, the net realized gains for the three and six months ended were $7.2 million and $11.1 million compared with net realized gains of $1.7 million and $0.5 million. We generate realized gains and losses as part of the normal ongoing management of our investment portfolio. Our net realized gains in the second quarter resulted from the sale of the majority of our general obligation municipal obligations, the proceeds of which were reinvested in corporate bonds and agency mortgage-backed securities.

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Other Income/(Expense)

Other income/(expense) primarily includes foreign exchange gains and losses from our Lloyd’s Operations, commission income and inspection fees related to our specialty insurance business. However, the second quarter of 2009 also included a $2.9 million gain related to the repurchase of $10 million aggregate principal amount of our issued and outstanding 7.0% Senior notes from an unaffiliated note-holder on the open market for $7 million.

EXPENSES

Net Losses and Loss Adjustment Expenses

The ratios of net losses and LAE to net earned premiums (“loss ratios”) for the three and six months ended June 30, 2010 were 61.8% and 62.6%, respectively, and were 59.3% and 60.0%, respectively for the comparable periods in 2009. The increase in the loss ratios for the 2010 periods was primarily attributable to Deepwater Horizon and West Atlas oil rig losses. In addition, there was favorable prior year reserve development of $5.3 million and $6.5 million for the three and six months ended June 30, 2010 compared to prior year favorable development of $9.5 million and $15.2 million for the comparable periods in 2009.

Our insurance subsidiaries provided property reinsurance and liability insurance covering the Deepwater Horizon oil drilling rig that exploded in the Gulf of Mexico on April 20^th, 2010 and subsequently sank. During the second quarter, we incurred gross loss and loss adjustment expenses of $19.5 million relating to the Deepwater Horizon incident. We ceded $13.5 million of this gross loss to our reinsurance program, which triggered reinsurance reinstatement premiums of $4.7 million. The remaining net loss of $6.0 million was within our loss expectations with respect to the current accident year in the impacted lines of business.

We participated in various excess layers of the marine liability, directors and officer, excess liability insurance programs purchased by entities with potential liability exposures related to the Deepwater Horizon incident. At this point in time, we are unable to accurately estimate the ultimate potential liability arising from the Deepwater Horizon incident, the allocation of that liability amongst the various participants, or what recoveries would be available to the participants from other applicable insurance coverage. If losses were incurred in the various excess insurance programs in which we participate, we believe our exposure would be mitigated by the substantial reinsurance coverage we maintain. Our management expects that the ultimate liability, if any, for the Deepwater Horizon loss will not be material to our consolidated financial position, but if a significant portion of the insurance programs in which we participate were to be exhausted, the loss, including related reinstatement premiums, could potentially have a material adverse effect on our consolidated results of operations or cash flows in a particular fiscal quarter or year.

The second quarter was also impacted by additional gross losses of $9.0 million arising from the West Atlas oil rig loss, which occurred in late 2009, due to unexpectedly high costs incurred in the removal of the damaged wreck. This additional gross loss was fully ceded to our reinsurance program, but the cession triggered additional reinsurance reinstatement premiums of $3.2 million.

In conjunction with the recording of gross losses, we assessed our reinsurance coverage, potential receivables, and the recoverability of the receivables. Losses incurred on business recently written are primarily covered by reinsurance agreements written by companies with whom we are currently doing reinsurance business and whose credit we continue to assess in the normal course of business.

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The following table presents our reinsurance recoverable amounts as of the dates indicated:

	June 30,		December 31,
	2010		2009		Change
	($ in thousands)
Reinsurance recoverables:
Paid losses	$	52,593	$	76,505	$	(23,912	)
Unpaid losses and LAE reserves		800,378		807,352		(6,974	)
Total	$	852,971	$	883,857	$	(30,886	)

The following table sets forth gross reserves for losses and LAE, reinsurance recoverable on such amounts and net losses and LAE reserves (a non-GAAP measure reconciled in the following table) as of the dates indicated:

	June 30,		December 31,
	2010		2009		Change
	($ in thousands)
Gross reserves for losses and LAE	$	1,919,352	$	1,920,286	$	(934	)
Less: Reinsurance recoverable on unpaid losses and LAE reserves		800,378		807,352		(6,974	)
Net loss and LAE reserves	$	1,118,974	$	1,112,934	$	6,040

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The following tables set forth our net reported losses and LAE reserves and net incurred but not reported (“IBNR”) reserves (non-GAAP measures reconciled below) by segment and line of business as of the dates indicated:

	June 30, 2010
	Net		Net		Total		% of IBNR
	Reported		IBNR		Net Loss		to Total Net
	Reserves		Reserves		Reserves		Loss Reserves
	($ in thousands)
Insurance Companies:
Marine	$	111,760	$	96,925	$	208,685		46.4	%
Property Casualty		145,609		339,370		484,979		70.0	%
Professional liability		42,193		63,912		106,105		60.2	%
Total Insurance Companies		299,562		500,207		799,769		62.5	%
Lloyd’s Operations:
Marine		111,957		107,213		219,170		48.9	%
Property Casualty		25,561		27,293		52,854		51.6	%
Professional liability		9,913		37,268		47,181		79.0	%
Total Lloyd’s Operations		147,431		171,774		319,205		53.8	%
Total	$	446,993	$	671,981	$	1,118,974		60.1	%

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	December 31, 2009
	Net		Net		Total		% of IBNR
	Reported		IBNR		Net Loss		to Total Net
	Reserves		Reserves		Reserves		Loss Reserves
	($ in thousands)
Insurance Companies:
Marine	$	113,604	$	100,042	$	213,646		46.8	%
Property Casualty		134,427		351,985		486,412		72.4	%
Professional liability		38,410		68,807		107,217		64.2	%
Total Insurance Companies		286,441		520,834		807,275		64.5	%
Lloyd’s Operations:
Marine		107,800		101,851		209,651		48.6	%
Property Casualty		27,148		25,175		52,323		48.1	%
Professional liability		7,442		36,243		43,685		83.0	%
Total Lloyd’s Operations		142,390		163,269		305,659		53.4	%
Total	$	428,831	$	684,103	$	1,112,934		61.5	%

The increase in net loss reserves is generally a reflection of the growth in net premium volume over the last three years coupled with a changing mix of business to longer-tail lines of business such as the specialty lines of business (construction defect, commercial excess, primary excess), professional liability lines of business and marine liability and transport business in ocean marine. These lines of business, which typically have a longer settlement period compared to the mix of business we have historically written, are becoming larger components of our overall business.

Our reserving practices and the establishment of any particular reserve reflect management’s judgment and do not represent any admission of liability with respect to any claims made against us. No assurance can be given that actual claims made and related payments will not be in excess of the amounts reserved. During the loss settlement period, it often becomes necessary to refine and adjust the estimates of liability on a claim either upward or downward. Even after such adjustments, ultimate liability may exceed or be less than the revised estimates. The process of establishing loss reserves is complex and imprecise as it must take into account many variables that are subject to the outcome of future events. As a result, informed subjective judgments as to our ultimate exposure to losses are an integral component of our loss reserving process. Our actuaries generally calculate the IBNR loss reserves for each line of business by underwriting year for major products using standard actuarial methodologies. This process requires the substantial use of informed judgment and is inherently uncertain.

There are instances in which facts and circumstances require a deviation from the general process described above. Three such instances relate to the IBNR loss reserve processes for our 2008 Hurricane losses, our 2005 Hurricanes losses and our asbestos exposures, where extrapolation techniques are not applied, except in a limited way, given the unique nature of hurricane losses and limited population of marine excess policies with potential asbestos exposures. In such circumstances, inventories of the policy limits exposed to losses coupled with reported losses are analyzed and evaluated principally by claims personnel and underwriters to establish IBNR loss reserves.

For additional information regarding our accounting policies regarding net losses and loss adjustment expenses, please see our Critical Accounting Policies in our 2009 Annual Report on Form 10-K for the year ended December 31, 2009, pages 42 to 49.

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Hurricanes Gustav and Ike

For the year ended December 31, 2008, we incurred gross and net losses and LAE of $114.0 million and $17.2 million, respectively, exclusive of $12.2 million for the cost of excess of loss reinstatement premiums, related to Hurricanes Gustav and Ike.

The following table sets forth our gross and net loss and LAE reserves, incurred losses and LAE and payments for Hurricanes Gustav and Ike for the periods indicated:

	Six Months Ended			Year Ended
	June 30, 2010			December 31, 2009
	($ in thousands)
Gross of Reinsurance
Beginning gross reserves	$	59,509		$	107,399
Incurred loss & LAE		(2,042	)		1,039
Calendar year payments		5,986			48,929
Ending gross reserves	$	51,481		$	59,509
Gross case loss reserves	$	31,734		$	34,015
Gross IBNR loss reserves		19,747			25,494
Ending gross reserves	$	51,481		$	59,509
Net of Reinsurance
Beginning net reserves	$	2,683		$	12,923
Incurred loss & LAE		25			978
Calendar year payments		949			11,218
Ending net reserves	$	1,759		$	2,683
Net case loss reserves	$	2,241		$	1,793
Net IBNR loss reserves		(482	)		890
Ending net reserves	$	1,759		$	2,683

Approximately $52.3 million and $69.7 million of paid and unpaid losses at June 30, 2010 and December 31, 2009, respectively, were due from reinsurers as a result of the losses from Hurricanes Gustav and Ike.

Hurricanes Katrina and Rita

During the 2005 third quarter, we incurred gross and net losses and LAE of $471.0 million and $22.3 million, respectively, exclusive of $14.5 million for the cost of excess of loss reinstatement premiums, related to Hurricanes Katrina and Rita.

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The following table sets forth our gross and net loss and LAE reserves, incurred losses and LAE and payments for Hurricanes Katrina and Rita for the periods indicated:

	Six Months Ended		Year Ended
	June 30, 2010		December 31, 2009
	($ in thousands)
Gross of Reinsurance
Beginning gross reserves	$	67,038	$	97,732
Incurred loss & LAE		459		671
Calendar year payments		15,832		31,365
Ending gross reserves	$	51,665	$	67,038
Gross case loss reserves	$	38,512	$	49,291
Gross IBNR loss reserves		13,153		17,747
Ending gross reserves	$	51,665	$	67,038
Net of Reinsurance
Beginning net reserves	$	3,536	$	3,667
Incurred loss & LAE		32		114
Calendar year payments		76		245
Ending net reserves	$	3,492	$	3,536
Net case loss reserves	$	53	$	183
Net IBNR loss reserves		3,439		3,353
Ending net reserves	$	3,492	$	3,536

Approximately $51.7 million and $68.5 million of paid and unpaid losses at June 30, 2010 and December 31, 2009, respectively, were due from reinsurers as a result of the losses from Hurricanes Katrina and Rita.

Prior Year Reserve Redundancies/Deficiencies

The relevant factors that may have a significant impact on the establishment and adjustment of loss and LAE reserves can vary by line of business and from period to period. As part of our regular review of prior reserves, management, in consultation with our actuaries, may determine, based on their judgment that certain assumptions made in the reserving process in prior periods may need to be revised to reflect various factors, likely including the availability of additional information. Based on their reserve analyses, management may make corresponding reserve adjustments.

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The segment and line of business breakdowns of prior period net reserve deficiencies (redundancies) were as follows:

	Three Months Ended June 30,
	2010			2009
	($ in thousands)
Insurance Companies:
Marine	$	813		$	2,169
Property Casualty		(5,753	)		(12,804	)
Professional Liability		96			5,745
Subtotal Insurance Companies		(4,844	)		(4,890	)
Lloyd’s Operations		(406	)		(4,588	)
Total	$	(5,250	)	$	(9,478	)

	Six Months Ended
	2010			2009
	($ in thousands)
Insurance Companies:
Marine	$	1,509		$	4,127
Property Casualty		(9,697	)		(24,517	)
Professional Liability		2,691			10,368
Subtotal Insurance Companies		(5,497	)		(10,022	)
Lloyd’s Operations		(999	)		(5,223	)
Total	$	(6,496	)	$	(15,245	)

Following is a discussion of relevant factors related to the $5.3 million prior period net reserve redundancy recorded in the 2010 second quarter:

The Insurance Companies recorded $0.8 million of prior period net reserve deficiencies for marine business resulting from $0.8 million of increased liability reserves on the 2007 underwriting year. While there was prior year loss activity on several other lines, none of the activity was significant.

The Insurance Companies recorded $5.8 million of prior period net savings for property casualty business primarily comprised of $4.2 million of favorable development on the 2007 underwriting year for our construction liability business due to lower reported claims than expected. In addition, there was $0.9 million of favorable development in our NavTech offshore lines also due to favorable development on the 2007 underwriting year resulting from lower reported claims than expected. Partially offsetting the above were prior period net reserve deficiencies of $0.8 million in our personal umbrella lines and $0.2 million for our liquor liability lines, both of which are in run-off.

The Lloyd’s Operations recorded $0.4 million of prior period net savings.

Following is a discussion of relevant factors related to the $1.2 million prior period net reserve redundancy recorded in the 2010 first quarter:

The Insurance Companies recorded $0.7 million of prior period net reserve deficiencies for marine business resulting primarily from $1.2 million of increased liability reserves on reported losses from two older underwriting years, partially offset by favorable loss activity on several other lines, none of which was significant.

55

The Insurance Companies recorded $1.5 million of prior period net savings for property casualty business comprised mostly of favorable loss development of $2.5 million on two run-off books of business and $1.4 million in on our offshore business due to favorable loss emergence, partially offset by $1.8 million of reported loss activity in excess of our expectation on a run-off liquor liability book of business.

The Insurance Companies recorded $0.2 million of net prior period deficiencies for directors and officers business due to an increase in our loss ratio assumption of the 2009 underwriting year mostly offset by the favorable settlement of a large lawyers claim and favorable loss emergence on a run-off book of lawyers business emanating from the United Kingdom.

The Lloyd’s Operations recorded $0.6 million of prior period net savings that included $0.7 million across several marine lines due to favorable loss activity, none of which was significant.

Following is a discussion of relevant factors related to the $9.5 million prior period net reserve redundancy recorded in the 2009 second quarter:

The Insurance Companies recorded $2.2 million of prior period net reserve deficiencies for marine business resulting from $2.1 million of increased liability reserves due to loss activity that exceeded our expectations and an update of the loss development factors for this business. The remaining activity nets to $0.1 million of prior period net reserve deficiencies and included a $1.9 million marine liability case reserve for a Hurricane Gustav claim that was offset by a reduction in IBNR within the offshore line of business in our property casualty business, and savings of $1.0 million for craft and $0.9 million in the protection and indemnity (“P&I”) line of business both due to favorable loss trends for the 2007 and 2008 underwriting years.

The Insurance Companies recorded $12.8 million of prior period net savings for property casualty business comprised mostly of $15.6 million of net favorable development in construction liability business due to favorable loss trends for business written from 2006 and prior, a $1.9 million reduction in Hurricane Gustav IBNR that was offset by a case reserve in our marine liability line of business, $3.7 million of favorable development on commercial umbrella business on business written from 2004 to 2006 due to reported losses less than our expectations, $2.3 million of favorable development on primary excess and surplus business written from 2006 to 2007 due to reported losses less than our expectations and $1.2 million in the offshore energy lines of business due to generally lower claim activity than expected. These redundancies were partially offset by prior period net reserve deficiencies in the middle markets, liquor liability, personal umbrella and specialty run-off lines of $5.2 million, $3.7 million, $2.5 million and $1.4 million, respectively, due to loss activity in excess of expectations. The middle markets development occurred in the 2005 to 2008 underwriting years resulting from reported loss activity and a detailed study that documented a shift in the mix of business to lines with a higher loss ratio and a longer development pattern.

The Insurance Companies recorded $5.7 million of net prior period deficiencies for professional liability business that included $2.7 million of reserve strengthening in our large lawyers book of business written from 2006 to 2008 due to reported losses being greater than expectations and the incorporation of a reserve study which resulted in higher loss ratio assumptions for those years. Our large lawyers book is in the process of being re-underwritten due to the adverse trends we have observed in the last several quarters and the current economic weakness. We also incurred large loss activity in our D&O book in underwriting years 2005 and 2007 that resulted in $2.7 million of adverse development.

The Lloyd’s Operations recorded $4.6 million of prior period net savings comprised of $5.3 million for marine business due to favorable loss activity in the liability, reinsurance and cargo lines, partially offset by deficiencies of $0.6 million in the international E&O line due to higher reported loss activity. Within the property casualty account, reserves in our run-off property book were strengthened by $1.1 million due to worse than expected claims development in the quarter although this adverse development was partially absorbed by reserve releases of $0.9 million within the rest of the property casualty account.

Following is a discussion of relevant factors related to the $5.8 million prior period net reserve redundancy recorded in the 2009 first quarter:

The Insurance Companies recorded $2.0 million of prior period net reserve deficiencies for marine business which included $1.4 million for increased liability reserves due to large loss activity, and $1.0 million for hull and $0.9 million for transport business due to reported claims activity, partially offset by $1.8 million of savings in the protection and indemnity (“P&I”) line of business due to reductions in our loss assumptions for the more recent underwriting years.

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The Insurance Companies recorded $11.7 million of prior period net savings for property casualty business comprised mostly of $8.5 million of net favorable development in construction liability business due to favorable loss trends for business written from 2005 to 2007, $2.7 million of favorable development on primary casualty business on business written from 2005 to 2006 due to reported losses less than our expectations, $1.4 million of favorable development on commercial umbrella business on business written from 2004 to 2006 due to reported losses less than our expectations, and $4.9 million in the offshore energy lines of business due to a reduction in the estimate for a large reported claim and generally lower claim activity than expected. These redundancies were partially offset by prior period net reserve deficiencies in the middle markets and specialty run-off lines of $1.6 million and $1.2 million, respectively, due to loss activity in excess of expectations.

The Insurance Companies recorded $4.6 million of net prior period deficiencies for professional liability business mostly emanating from E&O business written in 2006 and 2007 due to reported losses being greater than expectations.

The Lloyd’s Operations recorded $0.6 million of prior period net savings comprised of savings of $3.1 million for marine business due to favorable loss activity in the liability and cargo lines, partially offset by deficiencies of $1.1 million in the international E&O line due to higher reported loss activity and $0.5 million in our engineering book due to a large reported loss. Reserves for the run off Property book were strengthened by an additional $0.5 million after worse than expected claims development in the quarter.

Our management believes that the estimates for the reserves for losses and LAE are adequate to cover the ultimate cost of losses and loss adjustment expenses on reported and unreported claims. However, it is possible that the ultimate liability may exceed or be less than such estimates. To the extent that reserves are deficient or redundant, the amount of such deficiency or redundancy is treated as a charge or credit to earnings in the period in which the deficiency or redundancy is identified. We continue to review all of our loss reserves, including our asbestos reserves and hurricane reserves, on a regular basis.

Commission Expenses

Commission expenses paid to brokers and agents are generally based on a percentage of gross written premiums and are partially offset by ceding commissions we may receive on ceded written premiums. Commissions are generally deferred and recorded as deferred policy acquisition costs to the extent that they relate to unearned premium. The percentage of commission expenses to net earned premiums for the 2010 second quarter and six month period were 15.9% and 15.7% compared to 15.5% and 14.6% for the comparable periods in 2009. The increase in the net commission ratios for the three and six month periods of 2010 when compared to the same periods in 2009 were mostly attributable to greater retentions for net premiums earned in 2010 for the 2009 underwriting year, particularly on our marine quota share treaties, which have reduced the ceding commission benefit. In addition, reinstatement costs of $7.9 million recorded in the second quarter of 2010 resulting from both the Deepwater Horizon and West Atlas losses resulted in lower net earned premiums which increased the net commission ratios.

Other Operating Expenses

Other operating expenses increased $1.5 million and $5.5 million for the 2010 second quarter and six month periods compared to the same periods in 2009. The increase in other operating expenses in the first six months of 2010 compared to 2009 was due primarily to investments in new underwriting teams, additional letter of credit fees due to the increased size of our facility, higher Lloyd’s charges due to greater capacity and higher compliance costs, particularly Solvency II. For the second quarter and six month periods in 2010, our operating expense ratios increased due to the explanations above as well as the impact of the reinstatement costs of $7.9 million recorded in the second quarter of 2010 resulting from both the Deepwater Horizon and West Atlas losses, resulting in lower net earned premiums which increased the operating expense ratios.

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INCOME TAXES

We recorded an income tax expense of $8.2 million and $14.6 million for the three and six months ended June 30, 2010 compared to an income tax expense of $10.1 million and $14.3 million for the comparable period in 2009, respectively. Our effective tax rates were 30.2% and 30.0% for the second quarter and six month periods in 2010 compared to 28.8% and 28.6%, respectively. Our effective tax rate is typically less than 35% due to permanent differences between book and tax return income, with the most significant item being tax exempt interest. The effective tax rate on net investment income was 25.9% for the 2010 six month period compared to 25.1% for the same period in 2009. As of June 30, 2010 and December 31, 2009 the net deferred federal, foreign, state and local tax assets were $11.2 million and $31.2 million, respectively.

We had net state and local deferred tax assets amounting to potential future tax benefits of $2.8 million and $2.6 million at June 30, 2010 and December 31, 2009, respectively. Included in the deferred tax assets are state and local net operating loss carry-forwards of $2.0 million and $1.3 million at June 30, 2010 and December 31, 2009, respectively. A valuation allowance was established for the full amount of these potential future tax benefits due to uncertainty associated with their realization. Our state and local tax carry-forwards at June 30, 2010 expire from 2023 to 2025.

Segment Information

We classify our business into two underwriting segments consisting of the Insurance Companies and the Lloyd’s Operations, which are separately managed, and a Corporate segment. Segment data for each of the two underwriting segments include allocations of the operating expenses of the wholly-owned underwriting management companies and The Navigator’s Group, Inc.’s (the “Parent Company’s”) operating expenses and related income tax amounts. The Corporate segment consists of the Parent Company’s investment income, interest expense and the related tax effect.

We evaluate the performance of each segment based on its underwriting and GAAP results. The Insurance Companies’ and the Lloyd’s Operations’ results are measured by taking into account net earned premium, net loss and loss adjustment expenses, commission expenses, other operating expenses and other income (expense). The Corporate segment consists of the Parent Company’s investment income, interest expense and the related tax effect. Each segment also maintains its own investments, on which it earns income and realizes capital gains or losses. Our underwriting performance is evaluated separately from the performance of our investment portfolios.

Following are the financial results of our two underwriting segments.

Insurance Companies

The Insurance Companies consist of Navigators Insurance Company, including its U.K. Branch, and its wholly-owned subsidiary, Navigators Specialty Insurance Company. They are primarily engaged in underwriting marine insurance and related lines of business, professional liability insurance and specialty lines of business including contractors general liability insurance, commercial umbrella and primary and excess casualty businesses. Navigators Specialty Insurance Company underwrites specialty and professional liability insurance on an excess and surplus lines basis. Navigators Specialty Insurance Company is 100% reinsured by Navigators Insurance Company.

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The following table sets forth the results of operations for the Insurance Companies for the three and six months ended June 30, 2010 and 2009:

	Three Months Ended						Six Months Ended
	June 30,						June 30,
	2010			2009			2010			2009
	($ in thousands)
Gross written premiums	$	170,641		$	189,385		$	348,479		$	381,368
Net written premiums		111,401			122,359			232,741			259,441
Net earned premiums		110,425			116,223			221,636			236,513
Net losses and LAE		(64,862	)		(68,843	)		(133,265	)		(138,996	)
Commission expenses		(14,615	)		(15,060	)		(28,977	)		(30,028	)
Other operating expenses		(25,907	)		(26,906	)		(53,260	)		(51,466	)
Other income (expense)		(114	)		1,655			(1,091	)		1,856
Underwriting profit		4,927			7,069			5,043			17,879
Net investment income		15,556			16,239			31,304			32,446
Net realized gains (losses)		10,729			2,210			15,934			(6,697	)
Income before income taxes		31,212			25,518			52,281			43,628
Income tax expense		9,654			7,171			15,117			11,704
Net income	$	21,558		$	18,347		$	37,164		$	31,924
Loss and LAE ratio		58.7	%		59.2	%		60.1	%		58.8	%
Commission expense ratio		13.2	%		13.0	%		13.1	%		12.7	%
Other operating expense ratio (1)		23.6	%		21.7	%		24.5	%		21.0	%
Combined ratio		95.5	%		93.9	%		97.7	%		92.5	%

(1) Includes Other operating expenses and Other income (expense).

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	Three Months Ended June 30, 2010
	($ in thousands)
	Net		Losses
	Earned		and LAE		Underwriting		Underwriting			Loss			Expense			Combined
	Premiums		Incurred		Expenses		Profit/(Loss)			Ratio			Ratio			Ratio
Marine	$	40,554	$	25,521	$	14,171	$	862			62.9	%		35.0	%		97.9	%
Property Casualty		50,171		24,936		19,192		6,043			49.7	%		38.3	%		88.0	%
Professional Liability		19,700		14,405		7,273		(1,978	)		73.1	%		36.9	%		110.0	%
Total	$	110,425	$	64,862	$	40,636	$	4,927			58.7	%		36.8	%		95.5	%

	Three Months Ended June 30, 2009
	($ in thousands)
	Net		Losses
	Earned		and LAE		Underwriting		Underwriting			Loss			Expense			Combined
	Premiums		Incurred		Expenses		Profit/(Loss)			Ratio			Ratio			Ratio
Marine	$	34,678	$	25,238	$	10,572	$	(1,132	)		72.8	%		30.5	%		103.3	%
Property Casualty		63,068		28,446		23,559		11,063			45.1	%		37.4	%		82.5	%
Professional Liability		18,477		15,159		6,180		(2,862	)		82.0	%		33.4	%		115.4	%
Total	$	116,223	$	68,843	$	40,311	$	7,069			59.2	%		34.7	%		93.9	%

	Six Months Ended June 30, 2010
	($ in thousands)
	Net		Losses
	Earned		and LAE		Underwriting		Underwriting			Loss			Expense			Combined
	Premiums		Incurred		Expenses		Profit/(Loss)			Ratio			Ratio			Ratio
Marine	$	81,648	$	51,654	$	29,099	$	895			63.3	%		35.6	%		98.9	%
Property Casualty		101,252		57,062		39,508		4,682			56.4	%		39.0	%		95.4	%
Professional Liability		38,736		24,549		14,721		(534	)		63.4	%		38.0	%		101.4	%
Total	$	221,636	$	133,265	$	83,328	$	5,043			60.1	%		37.6	%		97.7	%

	Six Months Ended June 30, 2009
	($ in thousands)
	Net		Losses
	Earned		and LAE		Underwriting		Underwriting			Loss			Expense			Combined
	Premiums		Incurred		Expenses		Profit/(Loss)			Ratio			Ratio			Ratio
Marine	$	71,839	$	51,628	$	22,194	$	(1,983	)		71.9	%		30.9	%		102.8	%
Property Casualty		128,480		56,450		44,312		27,718			43.9	%		34.5	%		78.4	%
Professional Liability		36,194		30,918		13,132		(7,856	)		85.4	%		36.3	%		121.7	%
Total	$	236,513	$	138,996	$	79,638	$	17,879			58.8	%		33.7	%		92.5	%

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Net earned premiums of the Insurance Companies decreased 5.0% and 6.3% respectively for the 2010 second quarter and six month periods compared to the same periods in 2009. The decrease was primarily due to the reduction in net written premiums, primarily in our construction liability business line. In addition, there was a total of $1.7 million of reinstatement premiums related to both the Deepwater Horizon loss that occurred in April 2010 and further gross development on the West Atlas loss which occurred in the second half of 2009.

The loss ratios for the 2010 second quarter and six month periods increased compared to the prior year as a result of favorable prior year development of $4.8 million or 4.4 loss ratio points and $5.5 million or 2.5 loss ratio points recorded in the comparable periods in 2009, respectively, partially offset by the impact of the aforementioned reinstatement premiums. Generally, while the Insurance Companies has experienced favorable prior period redundancies, the ultimate loss ratios for the most recent underwriting years of 2009 and 2008 have been increasing due to softening market conditions for the business written during those periods.

The annualized pre-tax yield on the Insurance Companies’ investment portfolio, excluding net realized gains and losses and net other-than-temporary impairment losses recognized in earnings, was 3.9% for the 2010 second quarter and six month periods compared to 4.1% and 4.2% for the comparable 2009 periods. The average duration of the Insurance Companies’ invested assets was 4.4 years at June 30, 2010 and 4.8 years at June 30, 2009. Net investment income decreased in the three months ended June 30, 2010 compared to the same period in 2009 primarily due to a decrease in yields on short-term investments.

Lloyd’s Operations

The Lloyd’s Operations primarily underwrite marine and related lines of business along with professional liability insurance, and construction coverages for onshore energy business at Lloyd’s through Syndicate 1221. Our Lloyd’s Operations includes NUAL, a Lloyd’s underwriting agency which manages Syndicate 1221.

61

The following table sets forth the results of operations of the Lloyd’s Operations for the three and six months ended June 30, 2010 and 2009:

	Three Months Ended						Six Months Ended
	June 30,						June 30,
	2010			2009			2010			2009
	($ in thousands)
Gross written premiums	$	82,927		$	83,344		$	175,234		$	166,620
Net written premiums		53,604			60,648			121,581			124,218
Net earned premiums		51,046			53,645			103,904			98,301
Net losses and LAE		(35,001	)		(31,885	)		(70,405	)		(61,979	)
Commission expenses		(11,402	)		(11,218	)		(22,368	)		(18,698	)
Other operating expenses		(8,617	)		(6,117	)		(15,860	)		(12,098	)
Other income (expense)		(434	)		651			1,635			599
Underwriting profit		(4,408	)		5,076			(3,094	)		6,125
Net investment income		2,128			2,316			4,197			4,699
Net realized gains (losses)		19			(83	)		732			(3,413	)
Income before income taxes		(2,261	)		7,309			1,835			7,411
Income tax expense		(815	)		2,624			688			2,960
Net income (loss)	$	(1,446	)	$	4,685		$	1,147		$	4,451
Loss and LAE ratio		68.6	%		59.4	%		67.8	%		63.0	%
Commission expense ratio		22.3	%		20.9	%		21.5	%		19.0	%
Other operating expense ratio (1)		17.7	%		10.2	%		13.7	%		11.7	%
Combined ratio		108.6	%		90.5	%		103.0	%		93.7	%

(1) Includes Other operating expenses and Other income (expense).

Net earned premiums of the Lloyd’s Operations decreased 4.8% and increased 5.7% for the 2010 second quarter and six month period compared to the same periods in 2009. The increase was primarily due to greater net written premiums during 2009 and was partially offset by reinstatement premiums related to Deepwater Horizon and West Atlas that reduced net earned premiums $6.2 million in the second quarter.

The loss ratios of 68.6% and 67.8% for the three and six months ended June 30, 2010 were negatively impacted by the aforementioned reinstatement premiums. The Lloyd’s Operations realized prior year reserve redundancies of $0.4 million, or 0.8 loss ratio points, and $1.0 million, or 1.0 loss ratio points, in the three and six months ended June 30, 2010. The loss ratio of 63.0% for the six months ended June 30, 2009 was favorably impacted by prior period loss reserve redundancies of $5.2 million, or 5.3 loss ratio points. Generally, while the Lloyd’s Operations have experienced favorable prior period net redundancies in calendar years 2009 and 2008, ultimate loss ratios for the more recent underwriting years of 2009 and 2008 have been increasing due to softening market conditions for the business written during those periods.

The annualized pre-tax yield on the Lloyd’s Operations’ investment portfolio, excluding net realized gains and losses and net other-than-temporary impairment losses recognized in earnings, was 2.4% and 2.3% respectively, for the 2010 second quarter and six month period compared to 2.6% and 2.7% respectively, for the comparable period in 2009. The average duration of the Lloyd’s Operations’ invested assets at June 30, 2010 was 2.0 years compared to 1.6 years at June 30, 2009. Net investment income decreased in the six months ended June 30, 2010 compared to the same period in 2009 primarily due to a decrease in yields on short-term investments. Such yields are net of interest credits to certain reinsurers for funds withheld by our Lloyd’s Operations.

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Investments

The following tables set forth our cash and investments as of June 30, 2010 and December 31, 2009:

			Gross		Gross					OTTI
			Unrealized		Unrealized			Cost or		Recognized
June 30, 2010	Fair Value		Gains		(Losses)			Amortized Cost		in OCI
	($ in thousands)
U.S. Government Treasury bonds, agency bonds and foreign government bonds	$	493,675	$	14,409	$	(2	)	$	479,268	$	—
States, municipalities and political subdivisions		406,757		17,332		(638	)		390,063		—
Mortgage- and asset-backed securities:
Agency mortgage-backed securities		478,083		21,560		—			456,523		—
Residential mortgage obligations		29,727		—		(4,990	)		34,717		(3,852	)
Asset-backed securities		10,845		377		(9	)		10,477		(9	)
Commercial mortgage-backed securities		106,791		4,237		(242	)		102,796		—
Subtotal		625,446		26,174		(5,241	)		604,513		(3,861	)
Corporate bonds		334,750		15,537		(1,964	)		321,177		—
Total fixed maturities		1,860,628		73,452		(7,845	)		1,795,021		(3,861	)
Equity securities — common stocks		72,862		11,316		(1,429	)		62,975		—
Cash		11,941		—		—			11,941		—
Short-term investments		164,827		—		—			164,827		—
Total	$	2,110,258	$	84,768	$	(9,274	)	$	2,034,764	$	(3,861	)

63

			Gross		Gross					OTTI
			Unrealized		Unrealized			Cost or		Recognized
December 31, 2009	Fair Value		Gains		(Losses)			Amortized Cost		in OCI
($ in thousands)
U.S. Government Treasury bonds, agency bonds and foreign government bonds	$	471,598	$	7,397	$	(597	)	$	464,798	$	—
States, municipalities and political subdivisions		676,699		25,044		(2,917	)		654,572		—
Mortgage- and asset-backed securities:
Agency mortgage-backed securities		283,578		12,607		(98	)		271,069		—
Residential mortgage obligations		31,071		—		(7,246	)		38,317		(5,723	)
Asset-backed securities		16,469		612		(34	)		15,891		(23	)
Commercial mortgage-backed securities		100,393		594		(5,028	)		104,827		—
Subtotal		431,511		13,813		(12,406	)		430,104		(5,746	)
Corporate bonds		236,861		9,111		(759	)		228,509		—
Total fixed maturities		1,816,669		55,365		(16,679	)		1,777,983		(5,746	)
Equity securities — common stocks		62,610		15,244		(10	)		47,376		—
Cash		509		—		—			509		—
Short-term investments		176,799		—		—			176,799		—
Total	$	2,056,587	$	70,609	$	(16,689	)	$	2,002,667	$	(5,746	)

Invested assets increased in the first six months of 2010 primarily due to available cash flow from operations partially offset by the funding of share repurchases of $46.2 million. The annualized pre-tax yields of our investment portfolio, excluding net realized gains and losses and net other-than-temporary impairment losses recognized in earnings, were 3.6% and 3.5% for the 2010 second quarter and six month periods compared to 3.8% and 3.9% for the comparable 2009 periods.

The tax exempt securities portion of our investment portfolio has decreased by $258.1 million to approximately 20.2% of the fixed maturities investment portfolio at June 30, 2010 compared to June 30, 2009. As a result, the effective tax rate on net investment income was 27.2% for the three months ended June 30, 2010 compared to 25.2% for the comparable 2009 period.

All fixed maturities and equity securities are carried at fair value. All prices for our fixed maturities and equity securities categorized as Level 1 or Level 2 in the fair value hierarchy, as defined in the Financial Accounts Standards Board Accounting Standards Codification 820 (“ASC 820”), Fair Value Measurements, are received from independent pricing services utilized by one of our outside investment managers whom we employ to assist us with investment accounting services. This manager utilizes a pricing committee which approves the use of one or more independent pricing service vendors. The pricing committee consists of five or more members, one from senior management and one from the accounting group with the remainder from the asset class specialists and client strategists. The pricing source of each security is determined in accordance with the pricing source procedures approved by the pricing committee. The investment manager uses supporting documentation received from the independent pricing service vendor detailing the inputs, models and processes used in the independent pricing service vendors’ evaluation process to determine the appropriate fair value hierarchy. Any pricing where the input is based solely on a broker price is deemed to be a Level 3 price.

Management has reviewed this process by which the manager determines the prices and has obtained alternative pricing to validate a sampling of the pricing and assess their reasonableness.

64

The following table presents, for each of the fair value hierarchy levels, the fair value of our fixed maturities and equity securities by asset class at June 30, 2010:

	Level 1		Level 2		Level 3		Total
	($ in thousands)
U.S. Government Treasury bonds, agency bonds and foreign government bonds	$	319,410	$	174,265	$	—	$	493,675
States, municipalities and political subdivisions		—		406,757		—		406,757
Mortgage- and asset-backed securities:
Agency mortgage-backed securities		—		478,083		—		478,083
Residential mortgage obligations		—		29,727		—		29,727
Asset-backed securities		—		10,845		—		10,845
Commercial mortgage-backed securities		—		106,791		—		106,791
Subtotal		—		625,446		—		625,446
Corporate bonds		—		334,750		—		334,750
Total fixed maturities		319,410		1,541,218		—		1,860,628
Equity securities — common stocks		72,862		—		—		72,862
Total	$	392,272	$	1,541,218	$	—	$	1,933,490

There were no significant judgments made in classifying instruments in the fair value hierarchy.

The scheduled maturity dates for fixed maturity securities by the number of years until maturity at June 30, 2010 are shown in the following table:

Period from
June 30, 2010	Fair		Amortized
to Maturity	Value		Cost
	($ in thousands)
Due in one year or less	$	150,280	$	148,958
Due after one year through five years		480,008		464,430
Due after five years through ten years		350,766		330,705
Due after ten years		254,128		246,415
Mortgage- and asset-backed (including GNMAs)		625,446		604,513
Total	$	1,860,628	$	1,795,021

65

The following tables set forth our U.S. Treasury and Agency Bonds and foreign government bonds as of June 30, 2010 and December 31, 2009:

			Gross		Gross			Cost or
	Fair		Unrealized		Unrealized			Amortized
June 30, 2010	Value		Gains		(Losses)			Cost
	($ in thousands)
U.S. Treasury bonds	$	331,947	$	11,046	$	(2	)	$	320,903
Agency bonds		139,055		2,953		—			136,102
Foreign government bonds		22,673		410		—			22,263
Total	$	493,675	$	14,409	$	(2	)	$	479,268

			Gross		Gross			Cost or
	Fair		Unrealized		Unrealized			Amortized
December 31, 2009	Value		Gains		(Losses)			Cost
	($ in thousands)
U.S. Treasury bonds	$	362,614	$	5,549	$	(560	)	$	357,625
Agency bonds		82,739		1,489		—			81,250
Foreign government bonds		26,245		359		(37	)		25,923
Total	$	471,598	$	7,397	$	(597	)	$	464,798

66

The following table sets forth the fifteen largest holdings categorized as state, municipalities and political subdivisions by counterparty as of June 30, 2010:

			Net			Cost or
	Fair		Unrealized			Amortized		S&P
	Value		Gains/(Losses)			Cost		Rating
	($ in thousands)
Issuers:
Texas State Transportation Commission	$	15,491	$	(134	)	$	15,625	AAA
University of Pittsburgh		14,216		772			13,444	AA
City of San Antonio		11,803		825			10,978	AA
Virginia Resources Authority		11,585		1,058			10,527	AAA
Salt River Project Agricultural Improvement		9,900		161			9,739	AA
New York City Transitional Finance Authority		8,674		251			8,423	AA+
Illinois Finance Authority		8,146		7			8,139	BBB+
County of Hamilton		7,993		196			7,797	A+
New York Local Government Assistance		7,018		477			6,541	AA
Missouri Highway and Transportation Comm		6,992		292			6,700	AA+
Delaware Transportation Authority		6,983		688			6,295	AA
Virginia College Building Authority		6,733		406			6,327	AA+
City of Chicago		6,459		62			6,397	AA
Purdue University		6,302		(10	)		6,312	AA
Pennsylvania Turnpike Commission		6,175		119			6,056	A+
Subtotal		134,470		5,170			129,300
All Other		272,287		11,524			260,763
Total	$	406,757	$	16,694		$	390,063

67

The following table sets forth the composition of the investments categorized as states, municipalities and political subdivisions in our portfolio by generally equivalent S&P and Moody’s ratings (not all securities in our portfolio are rated by both S&P and Moody’s) as of June 30, 2010. The securities that are not rated in the table below are primarily state bonds.

Equivalent	Equivalent					Net
S&P	Moody’s					Unrealized
Rating	Rating	Fair Value		Book Value		Gain/(Loss)
		($ in thousands)
AAA/AA/A	Aaa/Aa/A	$	381,759	$	365,283	$	16,476
BBB	Baa		15,790		15,543		247
BB	Ba		2,000		2,007		(7	)
B	B		—		—		—
CCC or lower	Caa or lower		—		—		—
NR	NR		7,208		7,230		(22	)
Total		$	406,757	$	390,063	$	16,694

We own $160 million of municipal securities which are credit enhanced by various financial guarantors. As of June 30, 2010, the average underlying credit rating for these securities is A+. There has been no material adverse impact to our investment portfolio or results of operations as a result of downgrades of the credit ratings for several of the financial guarantors.

We analyze our mortgage-backed and asset-backed securities by credit quality of the underlying collateral distinguishing between the securities issued by the Federal National Mortgage Association (“FNMA”) and the Federal Home Loan Mortgage Corporation (“FHLMC”) which are Federal government sponsored entities, and the non-FNMA and non-FHLMC securities broken out by prime, Alt-A and subprime collateral. The securities issued by FNMA and FHLMC are the obligations of each respective entity. Legislation has provided for guarantees by the U.S. Government of up to $100 billion each for FNMA and FHLMC.

Prime collateral consists of mortgages or other collateral from the most creditworthy borrowers. Alt-A collateral consists of mortgages or other collateral from borrowers which have a risk potential that is greater than prime but less than subprime. The subprime collateral consists of mortgages or other collateral from borrowers with low credit ratings. Such subprime and Alt-A categories are as defined by S&P.

68

The following tables set forth our agency mortgage-backed securities, residential mortgage obligations and asset-backed securities by those issued by the Government National Mortgage Association (“GNMA”), FNMA, FHLMC, and the quality category (prime, Alt-A and subprime) for all other such investments at June 30, 2010:

			Gross		Gross		Cost or
	Fair		Unrealized		Unrealized		Amortized
	Value		Gains		(Losses)		Cost
	($ in thousands)
Agency mortgage-backed securities:
GNMA	$	254,693	$	7,365	$	—	$	247,328
FNMA		156,380		10,534		—		145,846
FHLMC		67,010		3,661		—		63,349
Total	$	478,083	$	21,560	$	—	$	456,523

			Gross		Gross			Cost or
	Fair		Unrealized		Unrealized			Amortized
	Value		Gains		(Losses)			Cost
	($ in thousands)
Residential mortgage obligations:
Prime	$	28,268	$	—	$	(4,674	)	$	32,942
Alt-A		1,459		—		(316	)		1,775
Subprime		—		—		—			—
Total	$	29,727	$	—	$	(4,990	)	$	34,717

			Gross		Gross			Cost or
	Fair		Unrealized		Unrealized			Amortized
	Value		Gains		(Losses)			Cost
	($ in thousands)
Asset-backed securities:
Prime	$	10,701	$	377	$	—		$	10,324
Alt-A		—		—		—			—
Subprime		144		—		(9	)		153
Total	$	10,845	$	377	$	(9	)	$	10,477

69

The following table sets forth the fifteen largest residential mortgage obligations as of June 30, 2010:

	Issue	Fair		Book		Unrealized			S&P	Moody’s
Security Description	Date	Value		Value		(Loss)			Rating	Rating
	($ in thousands)
Gmac Mtg Corp Ln Tr 05 Ar6 2A1	2005	$	2,786	$	3,191	$	(405	)	CCC	Caa3
Merrill Lynch Mtg Inv Inc 05 A9 2A1E	2005		2,612		3,154		(542	)	CCC	NR
Wells Fargo Mtg Bkd Secs Tr 06 Ar5 2A1	2006		2,260		2,482		(222	)	NR	Caa2
Wells Fargo Mtg Bkd Secs Tr 05 Ar4 2A2	2005		914		979		(65	)	NR	Ba2
GSR Mortgage Loan Trust 06 Ar1 2A1	2006		653		764		(111	)	B+	NR
JP Morgan Mortgage Trust 07-A3 1A1	2007		651		816		(165	)	CCC	NR
Bear Stearns Adjustable Rate 06 1A1	2006		646		741		(95	)	NR	B2
JP Morgan Mortgage Trust 06 A4 1A1	2006		645		820		(175	)	NR	Caa2
Citigroup Mtg Ln Tr Inc 04 Hyb3 1A	2004		616		655		(39	)	AA-	A1
Wells Fargo Mtg Backed Secs Trust 06 AR6 3A	2006		603		706		(103	)	NR	B3
Master Adj Rate Mtg Trust 05 6 5A1	2005		596		695		(99	)	CCC	Caa2
Banc Of America Fdg Corp 06 D 3A1	2006		580		734		(154	)	CCC	NR
Banc Of America Fdg Corp 05 F 4A1	2005		576		698		(122	)	CCC	B1
Bear Stearns Adjustable Rate 05 3 2A1	2005		565		613		(48	)	CCC	Caa2
Mortgageit Trust 05 1 2A	2005		544		626		(82	)	AAA	Aaa
Subtotal			15,247		17,674		(2,427	)
All Other			14,480		17,043		(2,563	)
Total		$	29,727	$	34,717	$	(4,990	)

Details of the collateral of our asset-backed securities portfolio as of June 30, 2010 are presented below:

															Total
													Total		Amortized		Unrealized
	AAA		AA		A		BBB		BB		CC		Fair Value		Cost		Gain/(Loss)
	($ in thousands)
Auto Loans	$	2,393	$	4,527	$	—	$	985	$	—	$	—	$	7,905	$	7,692	$	213
Credit Cards		—		—		—		—		34		—		34		34		—
Miscellaneous		2,762		—		—		2		—		142		2,906		2,751		155
Total	$	5,155	$	4,527	$	—	$	987	$	34	$	142	$	10,845	$	10,477	$	368

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The commercial mortgage-backed securities are all rated investment grade by S&P or Moody’s. The following table sets forth the fifteen largest commercial mortgage backed securities as of June 30, 2010:

						Average
	Issue	Fair		Book		Underlying			Delinq.			Subord.	S&P	Moody’s
Security Description	Date	Value		Value		LTV %			Rate			Level	Rating	Rating
($ in thousands)
Four Times Square Tr 06-4Ts A	2006	$	7,400	$	7,028		39.40	%		0.00	%	7.99%	AAA	Aa1
Wachovia Bk Comm Mtg Tr 05 C18-A4	2005		7,369		6,870		97.28	%		13.62	%	33.90%	AAA	Aaa
GS Mtg Secs Corp II 05 GG4 A4A	2005		6,932		6,615		73.28	%		15.11	%	32.03%	AAA	Aaa
LB-UBS Comm Mtg Tr 06 C7 A3	2006		6,501		6,328		68.03	%		7.79	%	30.00%	AAA	NR
Citigroup/Deutsche Bk Comm Mtg 05 CD1 A4	2005		6,267		5,887		71.29	%		10.79	%	31.52%	AAA	Aaa
Bear Stearns Comm Mtg Secs 06 T22 A4	2006		5,235		4,895		57.65	%		0.56	%	28.37%	NR	Aaa
Bear Stearns Comm Mtg Secs 07 PW15 A4	2007		5,012		5,133		70.76	%		17.86	%	30.37%	A+	Aaa
Banc Of America Comm Mtg Inc 07 1 A4	2007		4,809		4,777		77.05	%		18.50	%	30.53%	NR	Aaa
Morgan Stanley Capital I 07 HQ11 A4	2007		4,720		4,784		73.44	%		6.07	%	30.15%	A	Aaa
Commercial Mtg Pt Cert 05 C6 A5A	2005		4,255		4,052		74.04	%		9.81	%	31.17%	AAA	Aaa
Merrill Lynch Mtg Tr 05 CIP1 A4	2005		4,240		4,036		77.66	%		14.30	%	33.27%	NR	Aaa
Citigroup Comm Mtg Tr 06 C5 A4	2006		3,567		3,510		73.25	%		6.04	%	30.32%	NR	Aaa
Morgan Stanley Capital I 04 T13 A4	2004		3,444		3,329		58.34	%		2.03	%	16.18%	NR	Aaa
CSFB Mtg Secs Corp 03 C3 A5	2003		2,682		2,534		62.83	%		4.30	%	20.78%	AAA	Aaa
Greenwich CAP Comm Fdg Corp 04 GG1 A7	2004		2,672		2,488		72.39	%		4.10	%	17.87%	AAA	Aaa
Subtotal			75,105		72,266
All Other			31,686		30,530
Total		$	106,791	$	102,796

The following table shows the amount and percentage of our fixed maturities and short-term investments at June 30, 2010 by S&P credit rating or, if an S&P rating is not available, the equivalent Moody’s rating. The table includes fixed maturities and short-term investments at fair value, and the total rating is the weighted average quality rating.

				Percent
Rating		Fair		of
Description	Rating	Value		Total
($ in thousands)
Extremely Strong	AAA	$	1,303,638		65	%
Very Strong	AA		301,394		15	%
Strong	A		321,603		16	%
Adequate	BBB		63,726		3	%
Speculative	BB & below		27,886		1	%
Not Rated	NR		7,208		0	%
Total	AA	$	2,025,455		100	%

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Following is a list of the top fifteen corporate bond holdings for fixed maturities at fair value at June 30, 2010. All such fixed maturities are rated investment grade by S&P and Moody’s. These holdings represent direct obligations of the issuer or its subsidiaries and exclude any government guaranteed or government sponsored organizations, securitized, credit enhanced or collateralized asset-backed or mortgage-backed securities.

			Net			Cost or
	Fair		Unrealized			Amortized		S&P
	Value		Gains/(Losses)			Cost		Rating
	($ in thousands)
Issuers:
General Electric	$	21,618	$	1,901		$	19,717	AA
Barclays Capital PLC		17,167		50			17,118	AA-
Bank of America Corp		16,293		231			16,063	A-
Wells Fargo & Co		15,952		248			15,703	A+
Citigroup Inc		12,776		11			12,765	BBB+
Morgan Stanley		12,681		(71	)		12,752	A-
Southern Co		12,541		733			11,808	A
Goldman Sachs Group Inc		12,360		97			12,262	A-
ConocoPhilips		11,787		624			11,162	A
J.P. Morgan Chase & Co		11,552		239			11,313	A
Baker Hughes Inc		10,698		175			10,523	A
Deutsche Bank AG		10,071		140			9,932	A+
Transcanada Corp		8,757		703			8,054	A-
Pepsico Inc		8,732		575			8,157	A-
Consolidated Edison		8,573		431			8,142	A-
Subtotal		191,558		6,087			185,471
All Other		143,192		7,486			135,706
Total	$	334,750	$	13,573		$	321,177

72

The following table sets forth the fifteen largest equity securities holdings as of June 30, 2010:

			Net		Cost or
	Fair		Unrealized		Amortized
	Value		Gains/(Losses)		Cost
	($ in thousands)
Issuers:
Vanguard Total Stock Market Index	$	4,380	$	1,043	$	3,337
Vanguard Emerging Market Stock Index		3,920		1,484		2,436
Vanguard Pacific Stock Index		3,696		770		2,926
Vanguard European Stock Index		3,229		638		2,591
Nextera Energy Inc		2,569		123		2,446
Astrazeneca PLC		2,196		450		1,746
Johnson & Johnson		2,094		31		2,063
EI Du Pont De Nemours & Co		2,093		452		1,641
Conocophillips		2,081		231		1,850
Bristol-Myers Squibb Co		2,049		269		1,780
Kimberly Clark Corp		2,001		319		1,681
The Boeing Co		1,992		600		1,392
Philip Morris International Inc		1,992		288		1,704
HJ Heinz Co		1,986		117		1,869
Altria Group Inc		1,966		346		1,620
Subtotal		38,244		7,161		31,082
All Other		34,618		2,726		31,893
Total	$	72,862	$	9,887	$	62,975

73

The following table summarizes all securities in a gross unrealized loss position at June 30, 2010 and December 31, 2009, showing the aggregate fair value and gross unrealized loss by the length of time those securities had continuously been in a gross unrealized loss position as well as the number of securities:

	June 30, 2010						December 31, 2009
	Number of		Fair		Gross		Number of		Fair		Gross
	Securities		Value		Unrealized Loss		Securities		Value		Unrealized Loss
	($ in thousands except # of securities)
Fixed Maturities:
U.S. Government Treasury bonds, agency bonds and foreign government bonds
0-6 Months		2	$	12,891	$	2		24	$	116,566	$	597
7-12 Months		—		—		—		—		—		—
> 12 Months		—		—		—		—		—		—
Subtotal		2		12,891		2		24		116,566		597
States, municipalities and political subdivisions
0-6 Months		7		10,718		77		47		108,290		2,291
7-12 Months		6		23,920		315		4		3,534		112
> 12 Months		15		13,342		246		23		17,777		514
Subtotal		28		47,980		638		74		129,601		2,917
Agency mortgage-backed securities
0-6 Months		—		—		—		5		18,385		98
7-12 Months		—		—		—		—		—		—
> 12 Months		—		—		—		—		—		—
Subtotal		—		—		—		5		18,385		98
Residential mortgage obligations
0-6 Months		—		—		—		—		—		—
7-12 Months		—		—		—		—		—		—
> 12 Months		64		29,727		4,990		73		31,071		7,246
Subtotal		64		29,727		4,990		73		31,071		7,246
Asset-backed securities
0-6 Months		—		—		—		—		—		—
7-12 Months		—		—		—		—		—		—
> 12 Months		3		178		9		4		637		34
Subtotal		3		178		9		4		637		34
Commercial mortgage-backed securities
0-6 Months		—		—		—		11		28,103		324
7-12 Months		—		—		—		—		—		—
> 12 Months		4		10,392		242		21		45,135		4,704
Subtotal		4		10,392		242		32		73,238		5,028
Corporate bonds
0-6 Months		11		48,701		1,889		13		33,275		337
7-12 Months		—		—		—		—		—		—
> 12 Months		2		1,921		75		8		6,325		422
Subtotal		13		50,622		1,964		21		39,600		759
Total fixed maturities		114	$	151,790	$	7,845		233	$	409,098	$	16,679
Equity securities — common stocks
0-6 Months		29	$	18,416	$	1,429		—	$	—	$	—
7-12 Months		—		—		—		—		—		—
> 12 Months		—		—		—		1		872		10
Total equity securities		29	$	18,416	$	1,429		1	$	872	$	10

74

We analyze the unrealized losses quarterly to determine if any are other-than-temporary. The above unrealized losses have been determined to be temporary based on our policies. See Critical Accounting Estimates — Impairment of Invested Assets in our 2009 Annual Report on Form 10-K for additional information on our policies.

To determine whether the unrealized loss on structured securities is other-than-temporary, we project an expected principal loss under a range of scenarios and utilize the most likely outcomes. The analysis relies on actual collateral performance measures such as default rate, prepayment rate and loss severity. These assumptions are applied throughout the remaining term of the deal, incorporating the transaction structure and priority of payments, to generate loss adjusted cash flows. Results of the analysis will indicate whether the security ultimately incurs a loss or whether there is a material impact on yield due to either a projected loss or a change in cash flow timing. A breakeven default rate is also calculated. A comparison to the break even default rate to the actual default rate provides an indication of the level of cushion or coverage to the first dollar principal loss. The analysis applies the stated assumptions throughout the remaining term of the transaction to forecast cash flows, which are then applied through the transaction structure to determine whether there is a loss to the security. For securities in which a tranche loss is present, and the net present value of loss adjusted cash flows is less than book value, an impairment is recognized. The output data also includes a number of additional metrics such as average life remaining, original and current credit support, over 60 day delinquency and security rating.

As of June 30, 2010, the largest single unrealized loss by issuer in the fixed maturities was $1.6 million.

The following table summarizes the gross unrealized investment losses by length of time where the fair value is less than 80% of amortized cost as of June 30, 2010.

	Period for Which Fair Value is Less than 80% of Amortized Cost
							6 months
				Longer than 3			or longer, less
	Less than 3			months, less			than 12		12 months
	months			than 6 months			months		or longer			Total
	($ in thousands)
Fixed maturities	$	—		$	—		$	—	$	(1,318	)	$	(1,318	)
Equity securities		(304	)		(341	)		—		—			(645	)
Total	$	(304	)	$	(341	)	$	—	$	(1,318	)	$	(1,963	)

The fair value of our investment portfolio may fluctuate significantly in response to various factors such as changes in interest rates, investment quality ratings, equity prices, foreign exchange rates and credit spreads. We do not have the intent to sell nor is it more likely than not that we will have to sell debt securities in unrealized loss positions that are not other-than temporarily impaired before recovery. We may realize investment losses to the extent our liquidity needs require the disposition of fixed maturity securities in unfavorable interest rate, liquidity or credit spread environments. Significant changes in the factors we consider when evaluating investment for impairment losses could result in a significant change in impairment losses reported in the consolidated financial statements.

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The following table shows the S&P ratings and equivalent Moody’s ratings of the fixed maturity securities in our portfolio with gross unrealized losses at June 30, 2010. Not all of the securities are rated by S&P and/or Moody’s.

			Gross
	Equivalent	Equivalent	Unrealized Loss					Fair Value
NAIC	S&P	Moody’s			Percent					Percent
Rating	Rating	Rating	Amount		of Total			Amount		of Total
			($ in thousands)
1	AAA/AA/A	Aaa/Aa/A	$	1,748		22	%	$	109,189		72	%
2	BBB	Baa		1,688		22	%		11,749		8	%
3	BB	Ba		140		2	%		4,170		3	%
4	B	B		656		8	%		4,737		3	%
5	CCC or lower	Caa or lower		3,532		45	%		18,561		12	%
6	NR	NR		81		1	%		3,384		2	%
	Total		$	7,845		100	%	$	151,790		100	%

At June 30, 2010, the gross unrealized losses in the table directly above are related to fixed maturity securities that are rated investment grade, which is defined as a security having an S&P rating of “BBB-” or higher, or a Moody’s rating of “Baa3” or higher, except for $4.4 million which is rated below investment grade. The non-rated securities primarily consist of municipal bonds. Unrealized losses on investment grade securities principally relate to changes in interest rates or changes in sector-related credit spreads since the securities were acquired.

The contractual maturity by the number of years until maturity for fixed maturity securities with unrealized losses at June 30, 2010 are shown in the following table:

	Gross
	Unrealized Loss					Fair Value
			Percent					Percent
	Amount		of Total			Amount		of Total
	($ in thousands)
Due in one year or less	$	9		0	%	$	2,451		2	%
Due after one year through five years		1,914		24	%		51,543		33	%
Due after five years through ten years		114		1	%		7,002		5	%
Due after ten years		567		7	%		50,497		33	%
Mortgage- and asset-backed securities		5,241		68	%		40,297		27	%
Total fixed maturity securities	$	7,845		100	%	$	151,790		100	%

Expected maturities may differ from contractual maturities because issuers may have the right to call or prepay obligations with or without call or prepayment penalties. Due to the periodic repayment of principal, the aggregate amount of mortgage-backed and asset-backed securities is estimated to have an effective maturity of approximately 2.8 years.

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The table below summarizes our activity related to other-than-temporary impairment (“OTTI”) losses for the periods indicated:

	Three Months Ended								Six Months Ended
	June 30,								June 30,
	2010				2009				2010				2009
	Number of				Number of				Number of				Number of
($ in thousands)	Securities		Amount		Securities		Amount		Securities		Amount		Securities		Amount
Total other-than-temporary impairment losses
Corporate and other bonds		—	$	—		—	$	—		—	$	—		2	$	564
Commercial mortgage-backed securities		—		—		—		—		—		—		—		—
Residential mortgage-backed securities		4		489		6		1,493		6		713		39		19,343
Asset-backed securities		—		—		1		24		—		—		1		143
Equities		—		—		7		359		1		27		57		8,697
Total		4	$	489		14	$	1,876		7	$	740		99	$	28,747
Portion of loss in accumulated other comprehensive income (loss)
Corporate and other bonds			$	—			$	—			$	—			$	—
Commercial mortgage-backed securities				—				—				—				—
Residential mortgage-backed securities				334				1,402				504				17,504
Asset-backed securities				—				5				—				74
Equities				—				—				—				—
Total			$	334			$	1,407			$	504			$	17,578
Impairment losses recognized in earnings
Corporate and other bonds			$	—			$	—			$	—			$	564
Commercial mortgage-backed securities				—				—				—				—
Residential mortgage-backed securities				155				91				209				1,839
Asset-backed securities				—				19				—				69
Equities				—				359				27				8,697
Total			$	155			$	469			$	236			$	11,169

During the 2010 second quarter and six month period, we recognized in earnings OTTI losses of $0.2 million and $0.2 million, respectively, related to non-agency mortgage-backed securities and an equity security. During the comparable periods in 2009, we recognized in earnings OTTI losses of $0.5 million and $11.2 million, respectively, related to non-agency mortgage-backed securities, asset-backed securities and equity securities. The significant inputs used to measure the amount of credit loss recognized in earnings were actual delinquency rates, default probability assumptions, severity assumptions and prepayment assumptions. Projected losses are a function of both loss severity and probability of default. Default probability and severity assumptions differ based on property type, vintage and the stress of the collateral. We do not intend to sell any of these securities and it is more likely than not that we will not be required to sell these securities before the recovery of the amortized cost basis.

For the 2010 second quarter and six month period, OTTI losses within OCI decreased $0.9 million and $1.9 million, respectively, primarily as a result of increases in the fair value of securities previously impaired. For the comparable periods in 2009, OTTI losses within OCI increased $1.4 million and $17.6 million, respectively.

The following table summarizes the cumulative amounts related to our credit loss portion of the OTTI losses on debt securities held as of June 30, 2010 that we do not intend to sell and it is not more likely than not that we will be required to sell the security prior to recovery of the amortized cost basis and for which the non-credit portion is included in other comprehensive income:

($ in thousands)
Beginning balance of at January 1, 2010	$	2,523
Credit losses on securities not previously impaired as of January 1, 2010		236
Reductions for securities sold during the period		—
Ending balance at June 30, 2010	$	2,759

77

Liquidity and Capital Resources

Net cash provided by operating activities was $64.4 million for the six months ended June 30, 2010 compared to net cash provided by operating activities of $69.5 million for the comparable period in 2009, a decrease of $5.1 million. This decrease was primarily due to a $64.0 million increase in paid losses as well as an overall decline in the operating results in the first six months of 2010 compared with the same period in 2009. Partially offsetting these declines was an increase in the cash flow due to improved collections on reinsurance recoverables in the first six months of 2010 compared with the same period in 2009.

Net cash used by investing activities was $7.4 million for the six months ended June 30, 2010 compared to net cash used in investing activities of $50.4 million for the comparable period in 2009. This change is primarily due to sale of securities to fund our share repurchase program.

Net cash used in financing activities was $45.6 million for the six months ended June 30, 2010 compared to net cash used by financing activities of $6.1 million for the comparable period in 2009. These uses of cash primarily related to the repurchase of $46.2 million of the Company’s common stock in 2010 under the Company’s share repurchase plan.

At June 30, 2010, the weighted average rating of our fixed maturity investments was “AA” by S&P and “Aa” by Moody’s. The entire fixed maturity investment portfolio, except for $35.1 million, consists of investment grade bonds. At June 30, 2010, our portfolio had an average maturity of 4.7 years and duration of 4.0 years. Management periodically projects cash flow of the investment portfolio and other sources in order to maintain the appropriate levels of liquidity in an effort to ensure our ability to satisfy claims. As of June 30, 2010 and December 31, 2009, all fixed maturity securities and equity securities held by us were classified as available-for-sale.

On April 1, 2010, we entered into a $140 million credit facility agreement entitled “Fifth Amended and Restated Credit Agreement” with JPMorgan Chase Bank, N.A., as Administrative Agent, and a syndicate of lenders. The credit facility is a letter of credit facility and amends and replaces the $75 million credit facility that expired by its terms on April 2, 2010. We may request that the facility be increased by an amount not to exceed $25 million. The credit facility, which is denominated in U.S. dollars, is utilized primarily by Navigators Corporate Underwriters Ltd. and Millennium Underwriting Ltd. to fund our participation in Syndicate 1221 through letters of credit. The letters of credit issued under the facility are denominated in British pounds and their aggregate face amount will fluctuate based on exchange rates. The credit facility expires on March 31, 2011. At June 30, 2010, letters of credit with an aggregate face amount of $122.7 million were outstanding under the credit facility.

The above mentioned credit facility contains customary covenants for facilities of this type, including restrictions on indebtedness and liens, limitations on mergers, dividends and the sale of assets, and requirements as to maintaining certain consolidated tangible net worth, statutory surplus and other financial ratios. The credit facility also provides for customary events of default, including failure to pay principal, interest or fees when due, failure to comply with covenants, any representation or warranty made by the Company being false in any material respect, default under certain other indebtedness, certain insolvency or receivership events affecting the Company and its subsidiaries, the occurrence of certain material judgments, or a change in control of the Company. The letter of credit facility is secured by a pledge of the stock of certain insurance subsidiaries of the Company. To the extent the aggregate face amount issued under the credit facility exceeds the commitment amount, we are required to post collateral with the lead bank of the consortium. We were in compliance with all covenants under the credit facility at June 30, 2010.

As a result of the April 1, 2010 amendment of the credit facility, the applicable margin and applicable fee rate payable under the letter of credit facility are now based on a schedule that is decided based on the Company’s status as determined from its then-current ratings issued by S&P and Moody’s with respect to the Company’s senior unsecured long-term debt securities without third-party credit enhancement.

Pursuant to the implementation of Lloyd’s Plan of Reconstruction and Renewal, a portion of our recoverables are now reinsured by Resolute Management Services Limited (a separate U.K. authorized reinsurance company established to reinsure outstanding liabilities of all Lloyd’s members for all risks written in the 1992 or prior years of account, previously known as Equitas).

78

Time lags do occur in the normal course of business between the time gross loss reserves are paid by the Company and the time such gross paid losses are billed and collected from reinsurers. Reinsurance recoverable amounts related to those gross loss reserves at June 30, 2010 are anticipated to be billed and collected over the next several years as the gross loss reserves are paid by the Company.

Generally, for pro rata or quota share reinsurers, including pool participants, we issue quarterly settlement statements for premiums less commissions and paid loss activity, which are expected to be settled by the end of the subsequent quarter. We have the ability to issue “cash calls” requiring such reinsurers to pay losses whenever paid loss activity for a claim ceded to a particular reinsurance treaty exceeds a predetermined amount (generally $1.0 million) as set forth in the pro rata treaty. For the Insurance Companies, cash calls must generally be paid within 30 calendar days. There is generally no specific settlement period for the Lloyd’s Operations cash call provisions, but such billings have historically on average been paid within 45 calendar days.

Generally, for excess of loss reinsurers we pay monthly or quarterly deposit premiums based on the estimated subject premiums over the contract period (usually one year) that are subsequently adjusted based on actual premiums determined after the expiration of the applicable reinsurance treaty. Paid losses subject to excess of loss recoveries are generally billed as they occur and are usually settled by reinsurers within 30 calendar days for the Insurance Companies and 30 business days for the Lloyd’s Operations.

We sometimes withhold funds from reinsurers and may apply ceded loss billings against such funds in accordance with the applicable reinsurance agreements.

At June 30, 2010 and December 31, 2009, ceded asbestos paid and unpaid recoverables were $8.7 million and $8.9 million, respectively. Of such amounts at June 30, 2010, $4.3 million was due from Resolute Management Services Limited. We generally experience significant collection delays for a large portion of reinsurance recoverable amounts for asbestos losses given that certain reinsurers are in run-off or otherwise no longer active in the reinsurance business. Such circumstances are considered in our ongoing assessment of such reinsurance recoverables.

We believe that we have adequately managed our cash flow requirements related to reinsurance recoveries from its positive cash flows and the use of available short-term funds when applicable. However, there can be no assurances that we will be able to continue to adequately manage such recoveries in the future or that collection disputes or reinsurer insolvencies will not arise that could materially increase the collection time lags or result in recoverable write-offs causing additional incurred losses and liquidity constraints to the Company. The payment of gross claims and related collections from reinsurers with respect to Hurricanes Gustav, Ike, Katrina and Rita could significantly impact our liquidity needs. However, we expect to continue to pay these hurricane losses over a period of years from cash flow and, if needed, short-term investments. We expect to collect our paid reinsurance recoverables generally under the terms described above.

We believe that the cash flow generated by the operating activities of our subsidiaries will provide sufficient funds for us to meet our liquidity needs over the next twelve months. Beyond the next twelve months, cash flow available to us may be influenced by a variety of factors, including general economic conditions and conditions in the insurance and reinsurance markets, as well as fluctuations from year to year in claims experience.

79

Our capital resources consist of funds deployed or available to be deployed to support our business operations. At June 30, 2010 and December 31, 2009, our capital resources were as follows:

	June 30,			December 31,
	2010			2009
	($ in thousands)
Senior debt	$	114,073		$	114,010
Stockholders’ equity		814,743			801,519
Total capitalization	$	928,816		$	915,529
Ratio of debt to total capitalization		12.3	%		12.5	%

We monitor our capital adequacy to support our business on a regular basis. The future capital requirements of our business will depend on many factors, including our ability to write new business successfully and to establish premium rates and reserves at levels sufficient to cover losses. Our ability to underwrite is largely dependent upon the quality of our claims paying and financial strength ratings as evaluated by independent rating agencies. In particular, we require (1) sufficient capital to maintain our financial strength ratings, as issued by several ratings agencies, at a level considered necessary by management to enable our Insurance Companies to compete, (2) sufficient capital to enable our Insurance Companies to meet the capital adequacy tests performed by statutory agencies in the United States and the United Kingdom and (3) letters of credit and other forms of collateral that are necessary to support the business plan of our Lloyd’s Operations.

As part of our capital management program, we may seek to raise additional capital or may seek to return capital to our stockholders through share repurchases, cash dividends or other methods (or a combination of such methods). Any such determination will be at the discretion of our Board of Directors and will be dependent upon our profits, financial requirements and other factors, including legal restrictions, rating agency requirements, credit facility limitations and such other factors as our board of directors deems relevant.

In November 2009, the Parent Company’s Board of Directors adopted a share repurchase program for up to $35 million of the Parent Company’s common stock. In March 2010, the Parent Company’s Board of Directors adopted a share repurchase program for up to an additional $65 million of the Parent Company’s common stock. Purchases are permitted from time to time at prevailing prices in open market or privately negotiated transactions through December 31, 2010. The timing and amount of purchases under the program depend on a variety of factors, including the trading price of the stock, market conditions and corporate and regulatory considerations.

80

The following presents our share repurchases under the current program for the periods indicated:

	Shares				Dollar Value
	Purchased				of Shares that
	Under Publicly		Average		May Yet Be
	Announced		Cost Paid		Purchased Under
	Program		Per Share		the Program (1)
	($ in thousands, except per share)
October 2009		—		—	$	35,000
November 2009		29,021	$	47.30	$	33,627
December 2009		112,555	$	47.83	$	28,243
Subtotal fourth quarter		141,576	$	47.72
Total 2009 activity		141,576	$	47.72
January 2010		171,500	$	44.32	$	20,642
February 2010		128,500	$	41.79	$	15,272
March 2010		273,600	$	39.10	$	69,573
Subtotal first quarter		573,600	$	41.27
April 2010		149,912	$	40.92	$	63,439
May 2010		248,430	$	39.92	$	53,522
June 2010		159,661	$	40.38	$	47,075
Subtotal second quarter		558,003	$	40.32
Total 2010 activity		1,131,603	$	40.80
Total share repurchase activity		1,273,179	$	41.57	$	47,075

(1) Balance as of the end of the month indicated.

From July 1, 2010 through August 3, 2010, the Parent Company purchased an additional 62,114 shares of its common stock in the open market at an average cost of $42.15 per share for a total of $2.6 million under the aforementioned $65 million share repurchase program.

We primarily rely upon dividends from our subsidiaries to meet our Parent Company’s obligations. Since the issuance of the senior debt in April 2006, the Parent Company’s cash obligations primarily consist of semi-annual interest payments which are now $4.0 million. Going forward, the interest payments and any share repurchases may be made from funds currently at the Parent Company or dividends from its subsidiaries. The dividends have historically been paid by Navigators Insurance Company. Based on the December 31, 2009 surplus of Navigators Insurance Company, the approximate remaining maximum amount available for the payment of dividends by Navigators Insurance Company during 2010 without prior regulatory approval was $64.6 million. Navigators Insurance Company declared and paid $25.0 million of dividends to the Parent Company in the first six months of 2010, leaving $39.6 million of remaining dividend capacity for 2010.

81

Condensed Parent Company balance sheets as of June 30, 2010 (unaudited) and December 31, 2009 are shown in the table below:

	June 30,		December 31,
	2010		2009
	($ in thousands)
Cash and investments	$	37,309	$	63,676
Investments in subsidiaries		874,503		846,295
Goodwill and other intangible assets		2,534		2,534
Other assets		17,840		5,213
Total assets	$	932,186	$	917,718
7% Senior Notes	$	114,073	$	114,010
Accounts payable and other liabilities		2,028		847
Accrued interest payable		1,342		1,342
Total liabilities		117,443		116,199
Stockholders’ equity		814,743		801,519
Total liabilities and stockholders’ equity	$	932,186	$	917,718

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Item 3. Quantitative and Qualitative Disclosures about Market Risk

The following updates our disclosure regarding foreign currency exchange rate risk as previously stated in the Company’s 2009 Annual Report on Form 10-K.

Foreign Currency Exchange Rate Risk

Our Lloyd’s Operations are exposed to foreign currency exchange rate risk primarily related to foreign-denominated cash, cash equivalents and marketable securities (“foreign funds”), premiums receivable, reinsurance recoverables on paid and unpaid losses and loss adjustment expenses as well as reserves for losses and loss adjustment expenses. The principal currencies creating foreign currency exchange risk for the Lloyd’s Operations are the British pound, the Euro and the Canadian dollar. The Lloyd’s Operations manages its foreign currency exchange rate risk primarily through asset-liability matching.

Based on the primary foreign-denominated balances within the Lloyd’s Operations at June 30, 2010, an assumed 5%, 10% and 15% negative currency movement would result in changes as follows:

	USD equivalent
	as of			Negative currency movement of
(amounts in millions)	June 30, 2010			5%			10%			15%
Cash, cash equivalents and marketable securities at fair value	$	82.6		$	(4.1	)	$	(8.3	)	$	(12.4	)
Premiums receivable	$	29.1		$	(1.5	)	$	(2.9	)	$	(4.4	)
Reinsurance recoverables on paid, unpaid losses and loss adjustment expenses	$	66.3		$	(3.3	)	$	(6.6	)	$	(9.9	)
Reserves for losses and loss adjustment expenses	$	(155.0	)	$	7.7		$	15.5		$	23.2

Item 4. Controls and Procedures

(a) The Chief Executive Officer and Chief Financial Officer of the Company have evaluated the effectiveness of our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”)), as of the end of the period covered by this quarterly report. Based on such evaluation, such officers have concluded that as of the end of such period the Company’s disclosure controls and procedures are effective in identifying, on a timely basis, material information required to be disclosed in our reports filed or submitted under the Exchange Act.

(b) There have been no changes during our first fiscal quarter in our internal control over financial reporting that have materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting.

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Part II — Other Information

Item 1. Legal Proceedings

In the ordinary course of conducting business, our subsidiaries are involved in various legal proceedings, either indirectly as insurers for parties or directly as defendants. Most the these proceedings are claims litigation involving our subsidiaries as either (a) liability insurers defending or providing indemnity for third party claims brought against insureds or (b) insurers defending first party coverage claims brought against them. We account for such activity through the establishment of unpaid loss and loss adjustment reserves. Our management believes that the ultimate liability, if any, with respect to such ordinary-course claims litigation, after consideration of provisions made for potential losses and cost of defense, will not be material to our consolidated financial condition, results of operations, or cash flows.

Our subsidiaries are also from time-to-time involved with other legal actions, some of which assert claims for substantial amounts. These actions include claims asserting extra contractual obligations, such as claims involving allegations of bad faith in the handling of claims or the underwriting of policies. In general, we believe we have valid defenses to these cases. Our management expects that the ultimate liability if any, with respect to such extra-contractual matters will not be material to our consolidated financial position. Nonetheless, given the large or indeterminate amounts sought in certain of these matters, and the inherent unpredictability of litigation, an adverse outcome in such matters could, from time-to-time, have a material adverse outcome on our consolidated results of operations or cash flows in a particular fiscal quarter or year.

Item 1A. Risk Factors

There have been no material changes from the risk factors as previously disclosed in the Company’s 2009 Annual Report on Form 10-K.

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds

None

Item 3. Defaults Upon Senior Securities

None

Item 5. Other Information

None

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Item 6. Exhibits

Exhibit No.	Description of Exhibit
10-1	Stephen Coward Service Agreement	*
10-2	Michael Civisca Employment Agreement	*
10-3	Paul Hennessy Employment Agreement	*
11-1	Statement re Computation of Per Share Earnings	*
31-1	Certification of CEO per Section 302 of the Sarbanes-Oxley Act	*
31-2	Certification of CFO per Section 302 of the Sarbanes-Oxley Act	*
32-1	Certification of CEO per Section 906 of the Sarbanes-Oxley Act (This exhibit is intended to be furnished in accordance with Regulation S-K item 601(b)(32)(ii) and shall not be deemed to be filed for purposes of section 18 of the Securities Exchange Act of 1934, as amended, or incorporated by reference into any filing under the Securities Act of 1933, except as shall be expressly set forth by specific reference).	*
32-2	Certification of CFO per Section 906 of the Sarbanes-Oxley Act (This exhibit is intended to be furnished in accordance with Regulation S-K item 601(b)(32)(ii) and shall not be deemed to be filed for purposes of section 18 of the Securities Exchange Act of 1934, as amended, or incorporated by reference into any filing under the Securities Act of 1933, except as shall be expressly set forth by specific reference).	*

* Included herein.

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SIGNATURE

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 thereunto duly authorized.

	The Navigators Group, Inc.
	(Registrant)
Date: August 5, 2010	/s/ Francis W. McDonnell
	Francis W. McDonnell
	Senior Vice President
	and Chief Financial Officer

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INDEX OF EXHIBITS

Exhibit No.	Description of Exhibit
10-1	Stephen Coward Service Agreement	*
10-2	Michael Civisca Employment Agreement	*
10-3	Paul Hennessy Employment Agreement	*
11-1	Statement re Computation of Per Share Earnings	*
31-1	Certification of CEO per Section 302 of the Sarbanes-Oxley Act	*
31-2	Certification of CFO per Section 302 of the Sarbanes-Oxley Act	*
32-1	Certification of CEO per Section 906 of the Sarbanes-Oxley Act (This exhibit is intended to be furnished in accordance with Regulation S-K item 601(b)(32)(ii) and shall not be deemed to be filed for purposes of section 18 of the Securities Exchange Act of 1934, as amended, or incorporated by reference into any filing under the Securities Act of 1933, except as shall be expressly set forth by specific reference).	*
32-2	Certification of CFO per Section 906 of the Sarbanes-Oxley Act (This exhibit is intended to be furnished in accordance with Regulation S-K item 601(b)(32)(ii) and shall not be deemed to be filed for purposes of section 18 of the Securities Exchange Act of 1934, as amended, or incorporated by reference into any filing under the Securities Act of 1933, except as shall be expressly set forth by specific reference).	*

* Included herein.

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EX-10.1

Exhibit 10.1

DATED 17^th January 2002

(1) NAVIGATORS UNDERWRITING AGENCY LIMITED

and

(2) STEPHEN COWARD

SERVICE AGREEMENT

(CONSORTIUM UNDERWRITER)

THIS AGREEMENT is made on                 2001

BETWEEN:

(1) NAVIGATORS UNDERWRITING AGENCY LIMITED (Reg No 1380715) whose registered office is at Room 974, Lloyd’s, One Lime Street, London EC3M 7HA (“the Company”); and

(2) STEPHEN COWARD of 3 Watercress Close, Stevenage, Herts., SG2 9TN (“the Executive”).

1. DEFINITIONS

1.1 In this Agreement the following expressions have the following meanings:-

Expression	Meaning
“the Board”	the Board of Directors of the Company from time to time;
“Subsidiary”	any subsidiary for the time being of the Company (for which purpose the expression “subsidiary” has the meaning ascribed to it by Section 736 of the Companies Act 1985 as amended);
“the Commencement Date”	the date of this Agreement; and
“the Syndicates”	all or any of Syndicates 552, 1023 and 1221 at Lloyd’s as from time to time constituted.

2. PREVIOUS AGREEMENTS

This Agreement contains the entire and only agreement, and will govern the relationship, between the parties from the Commencement Date, in substitution for all previous agreements and arrangements (whether written, oral or implied) between the parties relating to the service of the Executive, all of which agreements and arrangements are deemed to have been brought to an end by mutual consent with effect from the Commencement Date. The Executive and the Company acknowledge that, in entering into this Agreement, neither has relied on any representation or undertaking by the other, whether oral or in writing, except as expressly incorporated in this Agreement.

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3. APPOINTMENT, TERM AND NOTICE

3.1	The Company will employ the Executive, and the Executive will serve the Company, as Engineering Underwriter. The duties of the Executive include membership of the Boards and Committees and the responsibilities as set out in Schedule I, as amended by the Board from time to time.
3.2	Subject to Clauses 3.3 and 15, the Executive’s employment will continue unless and until:

3.2.1 the Executive gives to the Company three’ advance notice of termination in writing, such notice to expire at any time; or

3.2.2 the Company gives to the Executive three month’s advance notice of termination in writing, such notice to expire at any time.

3.3 The Company reserves the right (but is not, in any case, obliged) to make a payment in lieu of notice, or for any unexpired period of notice. This right applies whether notice is given by the Company or by the Executive. Any payment in lieu will consist solely of a sum equivalent to the Executive’s salary (at the rate applicable to the date notice is given) and the cash equivalent of any entitlement to benefits for the notice period, or any unexpired period of notice, and will be subject to such deductions for tax and national insurance as the Company is required to make.

3.4 Notwithstanding the provisions of Clause 3.2, the Executive’s employment will automatically end on the last day of the month in which the Executive reaches the age of 60.

3.5 The Executive’s continuous employment with the Company for the purposes of the Employment Rights Act 1996 began on 7^th January 2002.

4. DUTIES

4.1 The Executive agrees to carry out such duties and functions, hold such offices, exercise such powers and comply with such instructions in connection with the business of the Company, and any Subsidiary, as are compatible with the position described in clause 3.1, as the Board shall determine from time to time. The Executive’s duties may be amended from time to time by the Board, and he may be required to undertake additional or other duties compatible with such position as necessary to meet the needs of the Company’s business and the business of the Subsidiaries.

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4.2 During the Executive’s employment, he will (except when prevented from doing so by illness, accident or holiday, as provided below) devote the whole of his time, attention and skill during normal working hours, and at such other times as his duties may require, to the affairs of the Company, and any Subsidiary; and he will use his best endeavours to promote the interests of the Company and of the Subsidiaries, provided that (without prejudice to Clause 5) the Board may at any time require him to cease performing and exercising specific duties, functions or powers and holding such offices (or any of them) to the extent that this does not derogate from his position.

4.3 The Executive’s normal hours of work are from 9.30am to 5.30pm, Monday to Friday, inclusive. From time to time the Executive may be required to work such additional hours as may be reasonably required to carry out his duties properly and effectively. The Executive agrees that he may, from time to time, be required to work for more than an average of 48 hours per week. The Executive is not entitled to any overtime payment or time off in lieu of any additional hours.

4.4 The Executive is encouraged to take responsibility for his own training and development. He may, however, be required to participate from time to time in the training, development and appraisal schemes operated within the Company. The Executive may also be required by the Company to undertake such additional internal or external study as the Company reasonably requires or to complete continuing professional education training courses in compliance with Lloyd’s regulations (if applicable).

4.5 The Executive shall at all times promptly give to the Board (in writing if so requested) all such information, explanations and assistance as the Board may require in connection with the business or affairs of the Company, any of the Subsidiaries, or the Syndicates and the Executive’s employment under this Agreement.

4.6 The Executive will at all times comply with the requirements of the Lloyd’s Model Code (Price Sensitive Information Bye law: No 19 of 1995) (“the Model Code”) in force for the time being. A copy of the Model Code can be obtained from the Company’s Compliance Officer. In cases of doubt, the Executive must seek guidance from the Company’s Compliance Officer. Even where a proposed dealing is permitted by the Model Code, it must not be carried out if it would breach Part V of the Criminal Justice Act 1993. The Executive must at all times observe Part V of the Criminal Justice Act 1993 and any legislation or regulations which amend or replace it in the future (“insider trading legislation”). Without prejudice to any of the provisions of Clause 15.1, if the Executive is charged with an offence under Part V of the Criminal Justice Act 1993 or if the Company has reasonable grounds for believing that he has or had infringed the Model Code, he may be suspended from his employment until the outcome of such proceedings is known or the investigation of the suspected infringement is completed.

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4.7 Except with the written consent of the Board, given in advance, the Executive agrees that he will not during his employment be directly or indirectly engaged, concerned or interested (whether as principal, servant or agent) in any other trade, business or occupation whatsoever (whether alone, or on the Executive’s own behalf, or on behalf of or in association with any other person) apart from the business of the Company and the Subsidiaries: provided that nothing contained in this Agreement shall preclude the Executive from being interested, for investment purposes only, as a member or debenture holder or as a beneficial owner of any stock, shares or debentures (a) in the Company or any of the Subsidiaries or (b) in any other company, provided that such stock, shares or debentures are (i) in a company which does not conduct any insurance-related business and does not supply goods or services to or otherwise deal with the Company or its Subsidiaries or (ii) listed or dealt in on a recognised stock exchange and, in either case, do not represent more than four percent of the total share or loan capital from time to time in issue in such company.

5. JOINT APPOINTMENTS

The Company is entitled, at any time, to appoint any person or persons to act jointly with the Executive in order that such person or persons will jointly with the Executive discharge the Executive’s duties and functions under this Agreement.

6. PLACE OF WORK

6.1 The Executive shall perform his duties at offices of the Company in the City of London and at Lloyd’s. His usual place of work is Suite 974, Lloyd’s, 1 Lime Street, London EC3M 7HA. The Executive may, however, be required to work at other locations including the Underwriting Room. Furthermore, the Company is entitled to require the Executive to travel overseas on business from time to time to carry out his duties.

6.2 The Company operates a no smoking policy throughout its offices.

7. REMUNERATION

7.1 By way of remuneration for the Executive’s services under this Agreement, he will:-

7.1.1 be paid by the Company a salary of £115,385 per year, with effect from the Commencement Date, which salary will accrue from day to day, and which will be payable in arrears by equal monthly instalments on the last day of each month by direct credit transfer to the Executive’s bank or building society account;

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7.1.2 be entitled to participate in any Incentive Plan implemented by the Company from time to time; and

7.2 The Executive’s salary will be subject to review by the Company. Any change will be effective on and from 1 July each year during the Executive’s employment. Any increase of the Executive’s salary will be a matter to be decided at the Company’s absolute discretion.

8. EXPENSES

The Executive will be reimbursed all amounts reasonably and properly expended by him in the performance of his duties under this Agreement on hotel, travelling, entertainment and other similar items, subject to the Executive complying with the Company’s guidelines and regulations relating to expenses as issued from time to time, and subject to production to the Company of all relevant vouchers and other information requested by the Company in respect of such expenses.

9. PENSION AND OTHER BENEFITS

9.1.1 The Executive is entitled to become a member of the Mander, Thomas & Cooper pension scheme (“the Scheme”) subject to and upon the rules of the Scheme from time to time in effect. Full particulars of the Scheme can be obtained from the Finance Director.

9.1.2 There is no contracting out certificate in force in respect of the Executive’s employment under the provisions of the Pension Schemes Act 1993.

9.2 The Executive shall be entitled to become a member of the private medical scheme and the permanent health insurance (“PHI”) scheme which the Company has arranged for its employees and details of which are available from the Company Secretary. If either scheme is varied or discontinued the Company shall, insofar as is reasonable and practicable, arrange such private medical and PHI cover for the Executive (whether through one or more collective schemes or not) as may provide cover reasonably equivalent to that provided under the existing scheme.

9.3 At the Board’s absolute discretion, a Christmas bonus may be declared and paid in December in addition to the Executive’s normal monthly salary.

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10. HOLIDAYS

10.1 In addition to normal public holidays the Executive shall be entitled to twenty-five working days’ paid holiday, to be taken at such time or times as may be approved in advance by the Board. Reasonable advance notice of intention to take holiday must be given to the Managing Director. The Executive will be paid his normal basic pay during such holidays. Not more than ten consecutive days’ holiday may be taken at any one time unless prior written permission is given by the Managing Director. Except in exceptional circumstances, no holiday (other than public holidays) may be taken between 1 December and 31 January.

10.2 For the purposes of this Clause the expression “holiday year” means the period from 1 January to 31 December in each year.

10.3 The Executive’s entitlement to paid holiday in the holiday year in which his employment ends will be pro rated for each completed calendar month in that year, rounded up to the nearest half day. No such entitlement to holiday pay will arise if the Executive ends his employment without the Company’s written consent before the expiry of notice given by the Executive under Clause 3.2 or without giving notice.

10.4 At the end of the Executive’s employment, if the Executive has taken more or less than his holiday entitlement in that year, a proportionate adjustment will be made by way of addition to or deduction from (as appropriate) his final gross pay, calculated on a pro rata basis by reference to the number of days’ holiday in respect of which such adjustment is made. If, however, the Company ends the Executive’s employment in accordance with Clause 15.1, the Company will, in no circumstances, be liable to make any payment to the Executive in respect of holiday entitlement which has not been taken by the Executive during the employment.

10.5 Unless required by the Company, holidays may not normally be taken as part of a period of notice.

11. CONFLICT OF INTEREST

The Executive agrees that he will not:

11.1 during his employment, introduce to any other person, firm, company, organisation or business, business of any kind with which the Company, any of its Subsidiaries or the Syndicates are able to deal; and

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11.2 have any financial interest in, or derive any financial or other benefit from, contracts or transactions with any third party entered into by the Company, any of its Subsidiaries or the Syndicates, without first disclosing such interest or benefit to the Board and obtaining its written approval to his having such an interest or benefit.

12. RESTRICTIVE COVENANTS

12.1 In this Clause and in Clauses 13 and 15 the following expressions have the following meanings:-

Expression	Meaning
“the Company’s Business” all and any commercial activities of the Company and any Subsidiary:-
	(a)	with which the Executive shall have been concerned or involved to any material extent at any time during his employment by the Company and which the Company or any Subsidiary, as the case may be, shall carry on with a view to profit; or
	(b)	which the Company or any Subsidiary shall, at the Termination Date, have determined to carry on with a view to profit in the immediate or foreseeable future and in relation to which the Executive shall, at the Termination Date, possess any Confidential Information;
“Confidential Information”		all and any Corporate Information, Marketing Information, Technical Information and other information (whether or not recorded in documentary form or on computer disk or tape) to which the Company and any Subsidiary attaches an equivalent level of confidentiality to any third party:-

(a) which the Executive shall acquire at any time during his employment by the Company but which does not form part of the Executive’s own stock in trade; and

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		(b)	which is not readily ascertainable to persons not connected with the Company or any Subsidiary either at all or without a significant expenditure of labour, skill or money;
“Corporate Information”	all and any information (whether or not recorded in documentary form or on computer disk or tape) relating to the business methods, business plans, management systems, finances or maturing new business opportunities of the Company, any Subsidiary or the Syndicates;
“directly or indirectly”	without prejudice to the generality of the expression, means by virtue of:-
	(a)		the holding of any position as director, officer, employee, consultant, partner, principal or agent;
	(b)		the direct or indirect control or ownership (whether jointly or alone) of any shares (or any voting rights attached to them) or debentures save for the ownership for investment purposes only of not more than 4% of the issued ordinary shares of any company whose shares are listed on any recognised Investment Exchange (as defined in Section 207 of the Financial Services Act 1986); or
	(c)		the direct or indirect provision of any financial assistance;

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“Employee”	any person who is or was, at any time during the period of twelve months ending on the Termination Date:
	(a)	employed or engaged by the Company or any Subsidiary in the Company’s Business or the Syndicates’ Business at a remuneration (excluding profit commission) exceeding £30,000 or such higher sum as may from time to time be notified in writing by the Company to the Executive; and
	(b)	with whom the Executive had personally worked in relation to the Company’s Business or the Syndicates’ Business.
“Marketing Information”	all and any information (whether or not recorded in documentary form or on computer disk or tape) relating to the marketing of the Syndicates’ Business or the Company’s Business including, without limitation, market share and pricing statistics, marketing surveys and plans, sales techniques, advertising and promotional material, the requirements in relation to the Syndicates’ Business and all confidential aspects of the business relationship with the Capital Providers participating in the Syndicates and brokers placing business with the Syndicates;
“Capital Provider”	any current provider of capital to the Syndicate;
“the Restricted Period”	the period of three months from the Termination Date provided that, if the Company exercises its right to place the Executive on “garden leave” in accordance with Clause 15.3, unless the Company notifies the Executive in writing to the contrary before the Termination Date, such six month period shall be reduced by such period as is equal to the period of “garden leave”;

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“the Syndicates’ Business”	all and any commercial activities of the Syndicates:-
	(a)	with which the Executive shall have been concerned or involved to any material extent at any time during his employment by the Company and which the Syndicates shall carry on with a view to profit; or
	(b)	which the Syndicates shall, at the Termination Date, have determined to carry on with a view to profit in the immediate or foreseeable future and in relation to which the Executive shall, at the Termination Date, possess any Confidential Information; and
“the Termination Date”	the date on which the Executive’s employment with the Company actually ends.

12.2 The Executive acknowledges that:-

12.2.1 the Company, its Subsidiaries and the Syndicates possess a valuable body of Confidential Information;

12.2.2 the Company and its Subsidiaries will give him access to Confidential Information in order that he may carry out the duties of his employment;

12.2.3 the duties of his employment include, without limitation, a duty of trust and confidence and a duty to act at all times in the best interests of the Company, the Subsidiaries and of the Names participating in the Syndicates;

12.2.4 the Company requires all its active underwriters, deputy underwriters and class underwriters to accept restrictions which are similar to those set out in this Clause and Clause 13 for the legitimate protection of the Company’s Business and the Syndicates’ Business; and

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12.2.5 that the disclosure of any Confidential Information to any actual or potential competitor of the Company, the Subsidiaries or the Syndicates would place the Company, the Subsidiaries or the Syndicates (as the case may be) at a serious competitive disadvantage and would cause serious damage to the Company’s Business and the Syndicates’ Business.

12.3 The Executive shall not at any time during the Restricted Period:-

12.3.1 in relation to any business which is in any way in competition with the Company’s Business or the Syndicates’ Business:-

12.3.1.1	induce, or seek to induce, any Capital Provider who participated in the Syndicates at the Termination Date to reduce or withdraw the capacity provided by him to the Syndicate;
12.3.1.2	induce, or seek to induce, any Capital Provider to reduce or withdraw the capacity provided to the Syndicates at the Termination Date;
12.3.1.3	cause any Capital Provider who participated in the Syndicates at the Termination Date to transfer all or any of such capacity to another syndicate at Lloyd’s;
12.3.1.4	induce, or seek to induce, any broker or other intermediary who shall, at any time in the period of twelve months ending on the Termination Date, have placed business with the Syndicates, and with whom the Executive shall have had dealings, to cease placing business with the Syndicates, to reduce the amount of business placed by it with the Syndicates or to vary the terms upon which is deals with the Syndicates;
12.3.1.5	underwrite any risk which shall have been underwritten by the Syndicates at any time in the period of twelve months ending on the Termination Date unless the Syndicates’ Underwriter has already written a line on or declined the risk concerned.

12.3.2 entice away, or endeavour to entice away, from the Company, or knowingly employ or procure or assist any third party to employ, any Employee.

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12.4 The Executive shall not at any time after the Termination Date represent himself, or permit himself to be held out by any person, firm or company, as being in any way connected with or interested in the Company’s Business or the Syndicates’ Business.

12.5 Whilst the restrictions referred to in this Clause 12 (on which the Executive has had an opportunity to take independent legal advice as the Executive now acknowledges) are regarded by the parties as fair and reasonable restrictions to be imposed on the Executive, it is declared that the wording of this Clause 12 is severable and so much of the same as a court of competent jurisdiction may regard as unreasonable shall (so far as the same is possible) be deleted.

12.6 If the Executive breaches any of the provisions in this Clause 12, the Company shall, by notice in writing to him, be entitled to extend the period during which the provisions of Clause 12 which have been breached apply by an equivalent period to that during which the breach or breaches shall have continued, such additional period to commence on the date upon which the period would have otherwise expired. The Executive agrees that if the Company so extends the period of any of the restrictive covenants this shall not prejudice the right of the Company to apply to the courts for injunctive relief in order to compel the Executive to comply with the provisions of this Agreement and/or damages, as the case may be.

12.7 If, after his employment ends, the Executive applies for or is offered a new employment, appointment or engagement, he will, before entering into any such contract in respect thereof, bring the terms of this Clause and Clauses 3, 4 and 13 to the attention of any person proposing, directly or indirectly, to employ, appoint or engage him.

13. CONFIDENTIALITY

13.1 Without prejudice to Clause 13.2 or 13.4 and subject to Clause 13.2, the Executive agrees that he will not, during his employment by the Company:-

13.1.1 sell, or seek to sell, to anyone information acquired by him in the course of his employment;

13.1.2 obtain, or seek to obtain, any financial advantage, direct or indirect, from disclosure of such information;

13.1.3 directly or indirectly receive (other than as agent for the Company or any of the Subsidiaries) or retain any discount, rebate, fee, gratuity or commission connected, directly or indirectly, with his duties and services as an employee of the Company (except any gift or gifts with a value in aggregate in any one year of not more than £100 or favour of any kind); or

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13.1.4 discuss with any journalist or reporter or any other representative of the media any matter relating to the affairs of the Company, its Subsidiaries, or the Syndicates, nor respond to any enquiries from any journalist or reporter or any other representative of the media in relation to any matter relating to the affairs of the Company, its Subsidiaries, or the Syndicates without first obtaining the written consent of the Chairman of the Board and the Executive shall comply with all conditions to which such consent may be subject.

13.2 The Executive agrees that he will not, either during his employment or after its end (without limit in point of time), for his own purposes or for any purposes (other than those of the Company and its Subsidiaries) for whatever reason and in whatever manner use or divulge or communicate, or permit the use, divulgence or communication, to any person, firm, company or organisation (except to those officials of the Company or any Subsidiaries whose province it is to know the same) any Confidential Information acquired or discovered by the Executive in the course of his employment.

13.3 The restrictions contained in this Clause (other than Clause 13.1.3) shall not apply to:-

13.3.1 any disclosure authorised by the Board or required in the ordinary and proper course of the Executive’s employment, or as required by the order of a court of competent jurisdiction, or an appropriate regulatory authority, or otherwise required by law; or

13.3.2 any information which the Executive can demonstrate was known to him before his employment by the Company began, or which is in the public domain otherwise than as a result of a breach by the Executive of this Clause.

13.4 The provisions of this Clause 13 are without prejudice to the duties and obligations of the Executive implied into this Agreement at common law.

14. INCAPACITY

14.1 If the Executive is prevented by illness (including mental illness) or injury, from attending properly to his duties, he shall, to the extent that he is not disabled from so doing, arrange that the Company is notified promptly of his disability, or any enforced absence from work, and from time to time, of the expected period of his disability and the expected date on which he will be able to return to work. The Executive shall complete a self-certification sickness form on his return to work and in respect of periods of absence of seven days or more he shall comply, as far as he can, with the Company’s requirement for an appropriate medical certificate for each week’s absence.

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14.2 The Company shall be entitled to require that the Executive submits to medical examination at any stage of absence or if the Board reasonably believes that the Executive may be suffering from a medical condition which materially interferes with the proper discharge of his duties and if the Executive will not take voluntary absence from work.

14.3 The Company is required to pay Statutory Sick Pay (“SSP”) for absence due to personal sickness or injury where absence is continuous for four working days or more, provided that the Executive has complied with the notification rules set out in Clause 14.1. The Executive’s “Qualifying Days” for the purposes of SSP are Monday to Friday. For the first 130 working days in aggregate (or, where the period under any PHI scheme operated by the Company after which the Executive would be entitled to receive PHI benefits exceeds or is less than 130 working days, for such longer or shorter period) of absence due to sickness or injury during any calendar year the Company will pay the Executive an amount equal to the relevant proportion of his annual base salary, less SSP, provided he has complied with the notification requirements set out above.

15. TERMINATION

15.1 The Company is entitled to end the Executive’s employment with immediate effect by summary notice in writing in any of the following events (notwithstanding that the Company may have allowed any time to elapse or on a former occasion may have waived its rights under this Clause):-

15.1.1 if the Executive commits any material or continued or repeated serious breach of any part of this Agreement, or the Executive’s obligations under it (and in the case of a continued or repeated serious breach having been warned and having refused or failed to remedy any such breach);

15.1.2 if the Executive, in the performance of his duties under this Agreement or otherwise, commits any act of serious misconduct or serious incompetence or serious negligence or shall do or omit to do any other act which is seriously prejudicial to the interests of the Company, any Subsidiary or the Syndicates;

15.1.3 if the Executive materially prejudices, or by his act or omission is likely, in the reasonable opinion of the Board, to prejudice materially, the interests or reputation of the Executive, the Company, any of its Subsidiaries or the Syndicates (including but not limited to any situation where the Company has reasonable grounds for believing that the Executive has breached insider trading legislation or the Model Code as defined in Clause 4.6);

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15.1.4 if the Executive is convicted of any criminal offence involving dishonesty or violence (other than an offence which does not, in the opinion of the Board, affect his position under this Agreement);

15.1.5 if the Executive becomes bankrupt or enters into, or makes, any arrangement or composition with, or for the benefit of, his creditors generally;

15.1.6 if the Executive becomes of unsound mind;

15.1.7 if the Executive becomes incapacitated from performing all or any of his duties under this Agreement by illness, injury or otherwise for a period exceeding (in total) twenty six weeks (or such longer period as the Company may agree) in any period of twelve months from performing all or any of his duties under this Agreement provided that the Company agrees not to exercise its rights under this clause if to do so would deprive the Executive of benefits under the PHI scheme referred to in Clause 9.2.2;

15.1.9 if the Executive is barred from the “Underwriting Room” or removed from being an underwriting member with immediate effect;

15.1.10 if the Executive is disqualified, suspended (after due enquiry), struck off, or any other similar action is taken against him by Lloyds; or

15.1.11 If the Executive knowingly fails to apply for registration as required under the Personal Registration System at Lloyd’s for the function which he is, under this Agreement, appointed to perform, or if he knowingly and falsely holds himself out as being so registered, or if any such registration is withdrawn.

15.2 Without prejudice to Clause 4.1:-

15.2.1 after notice of termination has been given by either party in accordance with Clause 3; or

15.2.2 if the Executive seeks, or endeavours or indicates an intention, to resign as a director of the Company or any Subsidiary or to terminate his employment in breach of this Agreement;

PROVIDED THAT the Executive continues to be paid and receives his full contractual benefits under this Agreement until his employment ends in accordance with the terms of this Agreement, the Board may, in its absolute discretion, without breaking the terms of this Agreement or giving rise to any claim against the Company:-

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(i) exclude the Executive from the premises of the Company and/or any Subsidiary;

(ii) require the Executive to carry out specified duties, which, insofar as is practicable in all the circumstances, shall be compatible with his position as described in Clause 3.1 for the Company and/or any Subsidiaries at premises other than those referred to in Clause 6 or to carry out no duties;

(iii) announce to employees, Names, Members’ Agents, Lloyd’s Advisers and Lloyd’s that the Executive has been given notice of termination or has resigned (as the case may be);

(iv) without prejudice to Clause 4, instruct the Executive not to communicate orally or in writing with Names participating in the Syndicates, Members’ Agents or Lloyd’s Advisers whose Names participate in the Syndicates or employees, agents or representatives of the Company or any Subsidiary until his employment has ended.

15.3 Notwithstanding Clause 15.2, should the circumstances referred to in Clause 15.2.1 and 15.2.2 arise, the Board may consent to any reasonable request by the Executive to carry out work or to take up an employment or engagement which will not contravene the provisions of Clause 12 (such consent not to be unreasonably withheld). If such consent is given, the Executive’s contract will end on the date of such consent and the Executive shall receive payment but subject to Clause 16 up to such date, but shall be entitled to no further payment under this Agreement PROVIDED ALWAYS THAT in the event of such termination the Executive will be bound by the terms of Clauses 12 and 13.

15.4 Before and (at the Company’s expense, including reasonable fees for attendance in connection with legal proceedings or steps taken in connection therewith) after the end of the his employment, the Executive shall provide the Company and/or any Subsidiary with reasonable assistance in any proceedings or possible proceedings in which the Company and/or any Subsidiary is or may be a party PROVIDED ALWAYS THAT the Executive shall only be required to give assistance regarding matters of which he has knowledge and/or experience.

16. DEDUCTIONS

The Executive authorises the Company to deduct from his remuneration (which, for the purposes of this Clause, includes salary (whether in lieu of notice or otherwise), bonus, holiday pay and sick pay) all debts owed by the Executive to the Company, or any Group Company, including (without limitation) the balance outstanding of any loans (including interest where appropriate) advanced by the Company to the Executive and all or any deductions in respect of tax or national insurance.

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17. SALE OR RECONSTRUCTION OF THE COMPANY

The Executive agrees that he will have no claim against the Company, or any Subsidiary in respect of the end (by operation of law or otherwise) of his employment under this Agreement on or in connection with the sale of the whole or a substantial part of the business or undertaking of the Company or any Subsidiary, or on or in connection with the sale of the Company or any Subsidiary, or on or by reason of the liquidation of the Company or any Subsidiary for the purpose of amalgamation or reconstruction (whether or not by reason of insolvency) provided he is offered employment on no less favourable terms than those contained in this Agreement (except as to the identity of the employer) with any person, firm, company or organisation which acquires the Company or any Subsidiary, or which acquires the whole or a substantial part of the undertaking or business of the Company, or any such Subsidiary as a result of such sale or of such amalgamation or reconstruction.

18. DELIVERY OF DOCUMENTS

When the Executive’s employment ends, for whatever reason, (or earlier if requested), the Executive will forthwith deliver up to the Company originals and copies of all statistics, documents, accounts, records and papers, computer disks and printouts and all other property of any kind which may be in the Executive’s possession or control and which belong to or relate in any way to the business of the Company or any Group Company; and he agrees that he will not take or retain copies of such documents.

19. RIGHTS FOLLOWING TERMINATION

The ending of the Executive’s employment (however arising and notwithstanding the fact that such termination may be held to be illegal or improper) will not affect such of the provisions of this Agreement as expressly or impliedly operate or have effect after such termination, and will not prejudice any right or action already accrued to either party in respect of any breach of any terms of this Agreement by the other party.

20. DISCIPLINARY AND GRIEVANCE PROCEDURES

20.1 The Company has a Disciplinary Procedure which is set out in Schedule II. The Disciplinary Procedure does not form part of the Executive’s contract of employment.

20.2 If the Executive has a grievance in relation to his employment or is dissatisfied with any disciplinary decision against him, the Executive should raise the matter with the Managing Director. If the problem is not satisfactorily resolved the Executive may request an interview with the Chairman of the Company, who decision shall be final.

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21. COLLECTIVE AGREEMENTS

There are no collective agreements which, directly or indirectly, affect the terms and conditions of the Executive’s employment.

22. NOTICES

Any notice given under this Agreement shall be deemed well served if, when addressed to the Company, it is left at its registered office or sent by first class recorded delivery post addressed to the Company at its registered office; or if, when addressed to the Executive, it is served personally or sent by first class recorded delivery post addressed to the Executive at his usual or last known place of residence in England. In case of service by post, the day of service shall be forty eight hours after posting.

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EXECUTED as a Deed by	)
NAVIGATORS UNDERWRITING AGENCY LIMITED	)
	)
acting by a director	)
and its secretary	)	/s/ [ILLEGIBLE]
		Director
		/s/ Jacqui Hedges
		Secretary

SIGNED as a Deed by the )

Executive in the presence of:-    ) /s/ Stephen R. Coward

Witness: A. S. Edwards F.C.I.I.

Signature: /s/ A. S. Edwards        

Address: 30 CARLTON RD
                ROMFORD
                RM2 5NN

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SCHEDULE I

Responsibilities & Functions

Underwriter:

Syndicate/s:	1221
UW Sector Responsibilities	Consortium Underwriter

21

SCHEDULE II

DISCIPLINARY RULES AND PROCEDURES

(a) It is the policy of the Company to trust its staff to conduct themselves honestly and with personal and professional integrity. The disciplinary procedures are therefore concerned only with matters that affect the Company’s operation and reputation and well-being of its staff. The objectives of these procedures are:

(i) to maintain harmonious working relationships in an atmosphere of trust and mutual respect; and

(ii) to preserve the highest possible standard of service to those with whom we conduct business, particularly by minimising interruption of work; and

(iii) to restore working relationships, where a breach of discipline has occurred, by ensuring a thorough examination of the situation and fair and prompt action so that misunderstandings do not become disputes.

(b) This disciplinary procedure provides for warnings to be given for failure to meet the Company’s standards of job performance, conduct (whether during working hours or not) and attendance, for breach of company policies or procedures and for breach of any of the terms and conditions of employment. The procedure is not contractually binding but applies to all employees and employees should familiarise themselves with its provisions.

1. In the first instance, the employee’s Manager will establish the facts surrounding a complaint or alleged offence and if necessary take into account the statements of any available witnesses.

2. If he considers it is not necessary to resort to the formal warning procedure, he will discuss the matter with the employee suggesting areas of improvement. These discussions will, insofar as possible, be in private.

3. If he considers that it is necessary to invoke the formal warning procedure, he will inform the employee of this. The following procedure will then apply. Depending on the seriousness of the complaint, the procedure may be invoked at any level including summary dismissal.

3.1 In the case of minor misconduct, or unsatisfactory performance, including but not limited to breaches of discipline relating to time keeping or attendance, poor job performance, failure to comply with instructions or a minor breach of any of the terms and conditions of employment (altogether referred to as “misconduct”) the employee will be given a formal oral warning, and a note of the warning will be placed on his personal file.

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3.2 In the case of serious misconduct or further misconduct, the employee will be given a written warning setting out the nature of the misconduct, and if appropriate specifying any improvement required of him and over what period.

3.3 In the case of further misconduct, or if he fails to improve his performance, or if the misconduct, whilst falling short of gross misconduct, is serious enough to warrant only one written warning, he will be given a final written warning. Any further misconduct will normally lead to dismissal.

3.4 In the case of gross misconduct, or if previous stages of the warning procedure have been exhausted, he will normally be dismissed.

4. The following are non-exhaustive examples of the sort of matters which would normally amount to gross misconduct:

• failure to comply with a written instruction from a director of the Company;

• misappropriation or unauthorised use of Company property;

• physical violence;

• intoxication or frivolous behaviour which interrupts work;

• breach of an employee’s duty under the Health and Safety at Work Act 1974;

• unauthorised use of confidential information obtained in the course of employment;

• the Company having reasonable grounds for believing that the employee has breached the Lloyd’s Model Code for Dealings in Securities by Certain Members of the Lloyd’s Community;

• falsification of records;

• conduct which violates common decency;

• being charged with a criminal offence relevant to the employee’s employment generally, or under Part V of the Criminal Justice Act 1993.

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5. In all cases before any disciplinary action (including warnings) is taken, the employee will be interviewed, informed of the allegations made against him and given an opportunity to state his case. He may be accompanied by a colleague of his choice. If he is dissatisfied with the outcome of any stage of the above procedure including dismissal, he may appeal in writing to the Company Secretary within 5 working days of any disciplinary action having been taken. The decision of the Board of Directors on any such appeal will be final.

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EX-10.2

Exhibit 10.2

ORIGINAL

EMPLOYMENT AGREEMENT

EMPLOYMENT AGREEMENT (“Agreement”) entered into and effective as of this 1st day of March, 1999, by and between SOMERSET MARINE, INC. (“Employer”), a New York corporation with its principal place of business in New York, New York and Michael L. Civisca (the “Executive”).

RECITALS

WHEREAS, Employer desires to retain and employ the services of Executive as Vice President of Employer; and

WHEREAS, Executive has been employed by Employer for 11 years; and

WHEREAS, the parties hereto wish to provide herein for the terms and conditions of Executive’s continued employment and to secure for Employer the benefits of Executive’s continued contributions by reason of Executive’s experience, skills and knowledge pertaining to Employer’s business, and to increase Executive’s salary in exchange for Executive making a long term commitment to Employer.

NOW, THEREFORE, in consideration of the mutual covenants and agreements contained herein, Employer and Executive agree as follows:

SECTION 1. EMPLOYMENT.

(a) Position. Employer hereby employs Executive and Executive hereby accepts such employment for the provision of executive services on behalf of Employer as Vice President. Executive agrees to serve in such capacity with the duties set forth in Section 1(b) for a term beginning on March 1, 1999, and ending on December 31, 2001, unless renewed pursuant to Section. 1(c) hereof, or terminated pursuant to Section 6.

(b) Duties. Executive’s duties and responsibilities shall be those consistent with and appropriate to the position of Vice President, as may be established and directed from time to time, by the Board of Directors. Executive shall devote his full time and attention to his duties and responsibilities as Vice President, which he will carry out to the best of his abilities. Executive shall treat his position with Employer as his exclusive occupation and employment, refraiming from engaging in all other active business activities, except as may be approved by Employer’s Board of Directors.

(c) This Agreement may be renewed by the Employer by sending notice to Executive at least 180 days prior to the end of the term sat forth in Section 1(a), and the Executive delivering written acceptance to Employer within 10 days of receipt of such notice.

SECTION 2. COMPENSATION.

(a) Allocation of Base Annual Salary. Employer shall pay to Executive during the term of this Agreement a base annual salary of no less than $150,000. Such base annual salary may be changed upon annual review by the Board of Directors or its Compensation Committee. Such annual review shall occur prior to the end of February each year beginning in the year 2000 for the express purpose of considering increments. All compensation payments shall be paid in accordance with Employer’s regular payroll schedule and practice, and shall be subject to all applicable withholding. It is specifically agreed by Executive that $30,000 of the aforesaid base salary is allocated to the Covenant Not to Compete contained in Section 5. Executive further acknowledges that absent the Covenant Not to Compete contained in Section 5, Employer would not agree to the aforesaid base salary, and would only agree to a reduced base salary.

(b) Bonuses. Executive shall be eligible to participate in and receive periodic bonuses under Employer’s current Bonus Payment Plan. In addition, Employer, in its sole discretion, may elect to pay to Executive such periodic bonuses as it deems appropriate.

(c) Business Expenses. Upon presentation of appropriate documentation, Employer shall reimburse Executive for expenses reasonably incurred in the course of his employment, in accordance with policies established by Employer.

SECTION 3. BENEFITS

In addition to the compensation specified in Section 2, Employer shall provide Executive with the following fringe benefits:

(a) Executive Benefits. In addition to any other benefits provided in this Section 3, Executive shall be entitled to those fringe benefits to which all other employees of Employer are entitled during employment. Nothing in this Agreement shall require the Employer to establish, maintain or continue any of the fringe benefits already in existence or hereafter adopted for employees of Employer and nothing in this Agreement shall restrict the right of the Employer to amend, modify or terminate such fringe benefit programs.

(b) Vacation. Executive shall be entitled to twenty two (22) days of compensated vacation time in each year of this Agreement.

(c) Professional Meetings. Executive shall be entitled to attend professional meetings and to attend to such outside professional duties in the insurance industry as may be appropriate and commensurate with his position hereunder.

(d) Professional Dues. Employer agrees to pay the applicable dues to professional associations and societies of which Executive is a member.

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(e) Insurance. Employer shall provide insurance coverage (so long as all other Employees of Employer are provided with such coverage) as follows:

1. Employer shall provide life insurance coverage for Executive in accordance with Employer’s policy in an amount of $150,000, payable to the beneficiary or beneficiaries of his choice.

2. Employer shall provide comprehensive health, major medical and long-term disability insurance for Executive and his family in accordance with Employer’s group insurance plan.

3. Employer shall provide travel accident insurance covering Executive in accordance with Employer’s standard policy.

SECTION 4. CONFIDENTIALITY

While employed under this Agreement or at any time thereafter, Executive agrees that he will not, directly or indirectly (other than in the performance of the services under this Agreement), make or cause to be made any disclosure, copy or other use not authorized by Employer of any confidential information pertaining to Employer or any of its affiliates acquired during the course of his employment by Employer, unless such information is or becomes otherwise generally available to the public. For purposes of this Agreement, the term “confidential information” means any business and financial information of any nature not generally known to the public at large regarding the business and operations of Employer or any of its affiliates.

SECTION 5. COVENANT NOT TO COMPETE

(a) Covenant. During the period of his employment (including the period of any post-employment benefits and payments, but not extending such period by the duration of any pension benefit payments) and for a period of one (1) year thereafter, Executive shall not, without the prior written consent of Employer, directly or indirectly, for any reason;

1. Engage in, assist or have any interest in, including, without limitation, as a principal, consultant, employee, owner, shareholder, director, officer, partner, member, advisor, agent, or financier, any entity which is or which is about to become engaged in any activity which is in competition with Employer or its affiliates anywhere where Employer or its affiliates does or is about to do business; provided, however, that this subsection shall not prohibit the ownership of securities constituting more than five (5%) percent of the outstanding securities of a publicly traded company;

2. Solicit any of Employer’s or its affiliates’ clients or customers except on Employer’s behalf, or direct any current or prospective customer to anyone other than Employer for the services which Employer provides;

3. Provide any services for any of Employer’s or its affiliates’ clients or customers except on Employer’s behalf;

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4. Directly or indirectly influence any of Employer’s or its affiliates’ employees to terminate his or her employment with Employer or its affiliates or accept employment with any of Employer’s or its affiliates’ competitors; or

5. Interfere with any of Employer’s or its affiliates’ business relationships, including, without limitation, those with customers, clients, consultants, attorneys, and other agents, whether or not evidenced by written or oral agreement.

(b) Officer’s Acknowledgments. With respect to the restrictions contained in this covenant, Executive acknowledges the following:

1. These restrictions are required to reasonably protect the legitimate business interests of Employer. Executive understands that such covenant is an essential element of this Agreement and Employer would not have entered into this Agreement, and increased Executive’s base salary without it being included.

2. These restrictions are reasonable in scope and limitation in light of the business interests of Employer. However, should any provision of this covenant be determined to be invalid, illegal, or otherwise unenforceable to its full extent, or if any such restriction is found by a court of competent jurisdiction to be unreasonable under applicable law, then the restriction shall be enforced to the maximum extent permitted by law, and the parties hereto hereby consent and agree that such scope of protection, time, or geographic area (or any one of them, as the case may be) shall be considered amended in whatever manner deemed appropriate by such court and may be judicially modified accordingly in any proceeding brought to enforce such restriction.

3. The validity, legality and enforceability of other restrictions shall not be affected by any judicial modification.

4. The geographic scope of this covenant encompasses those places where Employer is doing the business of insurance, and is actively writing and soliciting such business. Attached as Appendix I to this Agreement is a listing of those areas in which Employer is presently doing business and which areas define the geographic scope of the covenant not to compete, Appendix I is hereby incorporated by reference and made a part of this Agreement, Appendix I may be amended by Employer, from time to time, by notice to Executive, so as to update Appendix I.

5. Violation or attempted violation of any provision of this covenant by the Executive will cause Employer to suffer irreparable harm and Employer’s remedies at law will be inadequate. Executive understands that Employer will be entitled to injunctive relief in the event of any violation of this covenant, and Officer hereby waives any objection to Employer’s assertion that Employer has been irreparably harmed by such violation.

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(c) Enforcement. In the event of any such violation or attempted violation, Employer shall be entitled to a temporary restraining order, temporary or permanent injunctions, specific performance, and other equitable relief, without any showing of irreparable harm or damage or the posting of any bond or other security, in addition to any other rights or remedies which then may be available to Employer.

(d) Effect of Termination. Notwithstanding any other provision of this Agreement, the covenant not to compete set forth in this Section shall extend 12 months beyond the termination of this Agreement.

(e) Assignment. Notwithstanding any other provisions of this Agreement, Employer may assign this covenant not to compete to any purchaser, successor, or other party who may acquire any interest in the business of Employer.

(f) Extension of Covenant. The duration of this covenant shall be extended by the length of time of any litigation relating to the enforcement of this non-compete covenant.

SECTION 6. TERMINATION

Executive’s employment hereunder shall terminate as follows:

(a) Termination Notice. Either party may terminate Executive’s employment, with or without cause, upon thirty (30) days written notice to the other party. Executive and Employer may agree that Executive may cease work after notice has been given but before the expiration of thirty (30) days in which case the effective date of the termination of Executive’s employment shall be the date on which Executive ceases performing duties on behalf of Employer.

(b) Death or Disability. Executive’s employment shall terminate without notice upon Executive’s date of death or disability as that term is defined herein. For purposes of this subsection, disability shall mean a period of six(6) consecutive months or an aggregate of eight (8) months in any twelve (12) consecutive month period during which Executive is disabled from performing his duties and responsibilities hereunder by reason of any illness, accident, injury or other health or medical condition of any kind.

(c) With Cause. Employer may terminate this Agreement, without advance notice, upon a breach by Executive, for insubordination or disloyalty, for failure to follow the legal directives of the Board of Directors, or upon the conviction of Executive of any felony or of any criminal act in the course of, or pertaining to, Executive’s employment hereunder. Such termination by Employer shall constitute a termination with cause.

(d) Change of Control; Change of Executive’s Duties. In the event of a “change of control” of Employer, as such term is hereinafter defined, or a “change of Executive’s duties” as such term is also hereinafter defined, Executive may, but shall not be required to, elect to terminate his employment hereunder and treat the termination of such employment as a termination by Employer without cause. Any such election must be made within one (1) year from the date of occurrence of the events giving rise to either a change of control of Employer or a change of Executive’s duties. In such event, Executive shall provide to Employer the thirty (30) day notice referred to in subsection (a) above, indicating his election to treat such termination of employment as a termination by Employer without cause.

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For purposes of this Agreement, a “change of control” of Employer shall be deemed to have occurred in the event of the occurrence of any of the following: (i) the sale of 50% or more of the common stock, or the assets, of The Navigators Group, Inc., to parties unaffiliated with Terence N. Deeks, in a transaction or series of transactions occurring within a one year period; (ii) a merger of Employer with any other entity, such that the other entity or any of its parents or affiliates have the right to control the business operations of Employer or, as a result of such a merger, Employer is not the surviving or continuing business entity.

For purposes of this Agreement, a change of Executive’s duties shall be deemed to have occurred in the event of the Executive’s duties and responsibilities are materially reduced and a significant portion of his duties and responsibilities arc assigned to one or more other employees of Employer.

(e) Without Cause. Except as set forth in subsections (b) and (c) above, the termination of Executive’s employment by Employer shall constitute a termination without cause.

SECTION 7. EFFECT OF TERMINATION: SEVERANCE BENEFITS

(a) Termination Benefits For Termination Without Cause. If Employer terminates the employment of Executive without cause, Executive shall be entitled to receive from Employer;

1. An amount equal to one year’s base salary, as in effect for the twelve (12) month period immediately preceding the effective date of such termination of employment.

2. Executive shall be entitled to continued comprehensive health and major medical insurance coverage, at Employer’s cost, under Employer’s group insurance plan, COBRA if necessary, for a period of six (6) months after the effective date of such termination of employment. Thereafter, to the extent eligible, Executive may continue such coverage, at his own cost, under COBRA.

3. During the period that termination benefits are paid under this Agreement, Executive shall not be required to perform any duties for Employer or report to the Employer offices.

4. Employer shall pay to Executive the termination benefit referred to in Section (a)(1) above by either paying such sum in installments on Employer’s regular payroll dates for the one-year period in question, or, alternatively, with the Executive’s prior written consent, to prepay such benefits in a single lump-sum amount, actuarially reduced by reason of such prepayment. In the event that Employer pays such sum in installments on its regular payroll dates, as aforesaid, and only in such event, if Executive shall accept full-time employment during the period in which such payments are being made, then Executive shall, within ten (10) days of accepting such employment, advise Employer of such fact, indicating the name and address of his new Employer and the amount of his salary. If Executive’s salary at his new place of employment is equal to or greater than his last salary at Employer, the payment by Employer of the termination benefit and the providing to Executive of continued comprehensive healthcare and major medical benefits under Employer’s plan and at its expense shall terminate upon the commencement of Executive’s new employment. If Executive’s salary in his new position is less than his last salary at Employer, Employer’s

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continuing installment payments to Executive shall be reduced so as to pay to Executive the difference between his salary rate at his new place of employment and his last salary rate at Employer. Employer’s continuation of comprehensive healthcare and major medical benefits shall also terminate at the commencement of Executive’s new employment, unless he is not receiving comparable healthcare insurance benefits under his new Employer’s insurance plan.

(b) No Benefits for With Cause Termination. Upon termination of this Agreement by Employer with cause, under the provisions of Section 6(c), or the termination of this Agreement by reason of Executive’s death or disability under Section 6(b) (provided that Employer has a disability insurance policy in force for the benefit of Employee at such time as Employee claims disability), Employer shall not be obligated to pay to Executive (or his estate or representative in the event of his death) any termination benefits and Employer’s obligations hereunder shall terminate with the effective date of the termination of the Executive’s employment. However, Executive’s obligations and covenants under Sections 4 and 5 shall continue in full force and effect and shall survive the termination of Executive’s employment.

SECTION 8. MISCELLANEOUS

(a) Sole Agreement; Amendment. This Agreement constitutes the entire agreement of the parties, supersedes all prior agreements and understandings, and may be amended only by a written agreement executed by both of the parties hereto.

(b) Severability. The invalidity or unenforceability of any particular provision of this contract shall not affect its other provisions, and this Agreement shall be construed in all respects as if such invalid or unenforceable provision had been omitted.

(c) Successors and Assigns. This Agreement shall be binding upon and inure to the benefit of each of the parties hereto, their successors and assigns, administrators, executors, legatees, and representatives, including, without limitation, any corporation into which Employer may be merged or by which it may be acquired.

(d) Forum. This Agreement shall be construed and enforced under and in accordance with the internal laws of the State of New York.

(e) Counsel. Each of the parties have read this Agreement and execute it after having an opportunity to consult with counsel.

(f) Notices. Any and all notices required to be given under this Agreement shall be given by, and be deemed given when, (i) delivered by personal delivery; (ii) deposited in U.S. first-class mail, postage prepaid; or (iii) sent by telecopy with confirmation of receipt and by first class mail, postage prepaid, addressed as follows:

If to Employer:     Somerset Marine, Inc.
123 William Street
New York, NY 10038
Attention: Terence N. Deeks
Fax: 212-346-6820

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If to Executive: Michael L. Civisca
12 Trotters Trail
New City, NY 10956

or such other address as a party may designate in writing to the other party.

SIGNATURES

IN WITNESS WHEREOF, the parties have executed this Agreement effective as of the date first set forth above.

SOMERSET MARINE, INC.		EXECUTIVE:
By:	/s/ Terence N. Deeks	/s/ Michael L. Civisca
Date: March 1, 1999		Date: March 2, 1999

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AMENDMENT TO EMPLOYMENT AGREEMENT

AMENDMENT TO EMPLOYMENT AGREEMENT (the “Amendment”), effective as of January 1, 2002, by and between NAVIGATORS MANAGEMENT COMPANY, INC. (“Employer”) and MICHAEL L. CIVISCA (“Executive”).

RECITALS

WHEREAS, Executive and Employer (f/k/a Somerset Marine, Inc.) entered into an Employment Agreement, effective as of March 1, 1999 (the “Employment Agreement”); and

WHEREAS, the parties wish to renew and extend the Employment Agreement, as modified by this Amendment.

NOW, THEREFORE, in consideration of the mutual covenants and agreements contained herein, Employer and Executive agree as follows:

1. Term. The Employment Agreement is amended to provide that Executive’s employment will continue through December 31, 2002 and will continue for additional one-year periods, unless either party elects to terminate the employment relationship by written notice to the other party at least sixty (60) days prior to December 31, 2002 or prior to the expiration of any subsequent one-year period.

2. Position. Sections 1(a) and (b) of the Employment Agreement are amended so as to provide that Executive’s position with the Employer shall be Senior Vice President.

3. Base Annual Salary. Section 2(a) of the Employment Agreement is amended to reflect Executive’s current base salary of $172,500 and Executive shall be paid a base salary of no less than $172,500 during the term of his employment.

4. Car Allowance. Section 3 of the Employment Agreement is amended to add a new subsection (f) entitled “Car Allowance” to reflect the current car allowance provided to Executive.

5. Covenant Not To Complete. Section 5(a)(1) of the Employment Agreement is amended so as to provide that the restrictions set forth in Subsection (a)(1) of Section 5 of the Employment Agreement shall apply only to the states in the eastern United States, as set forth in Schedule A to this Amendment.

6. Continuing Effectiveness of Employment Agreement. Except as expressly modified by the provisions of this Amendment, all of the terms of the Employment Agreement shall continue in full force and effect.

IN WITNESS WHEREOF, the parties have executed this Amendment effective as of January 1, 2002.

NAVIGATORS MANAGEMENT COMPANY, INC.		EXECUTIVE:
By:	/s/ Stanley A. Galanski	/s/ Michael L. Civisca
Dated: June 10, 2002		Dated: January 20, 2002

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SCHEDULE A

States which are subject to the restrictions set forth in the Covenant Not To Compete (Section 5(a)(1):

Connecticut

Delaware

Florida

Georgia

Maine

Maryland

Massachusetts

New Hampshire

New Jersey

New York

North Carolina

Pennsylvania

Rhode Island

South Carolina

Vermont

Virginia

AMENDMENT TO EMPLOYMENT AGREEMENT

AMENDMENT TO EMPLOYMENT AGREEMENT (the “Amendment”), effective as of January 1, 2003, by and between NAVIGATORS MANAGEMENT COMPANY, INC. (“Employer”) and MICHAEL L. CIVISCA (“Executive”).

RECITALS

WHEREAS, Executive and Employer (f/k/a Somerset Marine, Inc.) entered into an Employment Agreement, effective as of March 1, 1999 (the “Employment Agreement”); and

WHEREAS, the parties wish to renew and extend the Employment Agreement, as modified by this Amendment.

NOW, THEREFORE, in consideration of the mutual covenants and agreements contained herein, Employer and Executive agree as follows:

1. Term. The Employment Agreement is amended to provide that Executive’s employment will continue through December 31, 2003 and will continue for additional one-year periods, unless either party elects to terminate the employment relationship by written notice to the other party at least sixty (60) days prior to December 31, 2003 or prior to the expiration of any subsequent one-year period.

2. Position. Sections 1(a) and (b) of the Employment Agreement are amended so as to provide that Executive’s position with the Employer shall be President of the Marine and Energy Division.

3. Base Annual Salary. Section 2(a) of the Employment Agreement is amended to reflect Executive’s current base salary of $200,000 and Executive shall be paid a base salary of no less than $200,000 during the term of his employment.

4. Car Allowance. Section 3 of the Employment Agreement is amended to add a new subsection (f) entitled “Car Allowance” to reflect the current car allowance provided to Executive.

5. Covenant Not To Complete. Section 5(a)(1) of the Employment Agreement is amended so as to provide that the restrictions set forth in Subsection (a)(1) of Section 5 of the Employment Agreement shall apply only to the states in the eastern United States, as set forth in Schedule A to this Amendment.

6. Continuing Effectiveness of Employment Agreement. Except as expressly modified by the provisions of this Amendment, all of the terms of the Employment Agreement shall continue in full force and effect.

IN WITNESS WHEREOF, the parties have executed this Amendment effective as of January 1, 2003.

NAVIGATORS MANAGEMENT COMPANY, INC.		EXECUTIVE:
By:	/s/ Stanley A. Galanski	/s/ Michael L. Civisca
	STANLEY A. GALANSKI	MICHAEL L. CIVISCA
Dated: December 4, 2002		Dated: 12/16/02

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SCHEDULE A

States which are subject to the restrictions set forth in the Covenant Not To Compete (Section 5(a)(1):

Connecticut

Delaware

Florida

Georgia

Maine

Maryland

Massachusetts

New Hampshire

New Jersey

New York

North Carolina

Pennsylvania

Rhode Island

South Carolina

Vermont

Virginia

EX-10.3

Exhibit 10.3

Paul Hennessy
508 West Melrose Street
Apr 5C
Chicago
IL 60657

Wednesday 17^th September 2008

Dear Paul

Further to your recent interviews, I am delighted to offer you the position of President of Navigators Holdings (UK) Ltd, based at Navigators London Office. You will report to Stan Galanski, President and CEO of The Navigators Group, Inc.

The terms and conditions of your employment are as follows:

Salary

Your annual salary will be £175,000 paid monthly in arrears, normally on the 25^th of each month, by direct transfer to your bank/building society account. Your salary will be reviewed annually, with effect from the 1st March 2009. A salary review does not, however, guarantee that any increase to salary will be implemented as any increases to salary are entirely at the employer’s discretion.

Bonus Scheme

You will participate in the annual incentive compensation program of The Navigators Group, Inc. beginning with the 2009 year. Your target bonus for the 2009 calendar year will be 85% of your base salary, with a potential to earn up to 127.5%. Your actual bonus payment will be based on a combination of personal, business unit and corporate results.

Long Term Incentive

You will be awarded a stock grant consisting of 4,000 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. Navigators’ stock has enjoyed substantial growth over the past five years and is intended as a long term incentive for profitable underwriting results.

You will be eligible for future stock grant awards in accordance with Navigators’ compensation practices.

Hours of Work

Your normal working hours will be 35 per week, 09.30 to 17.30 Monday to Friday inclusive, with a one hour lunch break. However, you are expected to work, without additional pay, additional hours in accordance with the needs and requirements of the employer.

Holiday Entitlement

You will be entitled to 25 days paid holiday in every year 1^st January to 31^st December, to be taken at such time, or times, as may be approved by your department manager.

If your employment commences or terminates part way through a holiday year, your entitlement will be calculated on a pro rata basis. You will not be entitled to carry forward any accrued holiday entitlement from one holiday year to the next. Pay in lieu of holidays not taken, will not be made on termination of employment.

Absence from Work

If you are unable to attend the work place for any reason, you must inform your department manager by 09.30 on the first day of absence. In notifying the Company you should indicate the reason for your absence and the likely duration. A Doctor’s certificate is required after seven days of absence.

Pension and Medical Cover

The Company operates a defined contributions pension scheme. The Employer’s contribution to the scheme is currently 15%.

The scheme includes life cover and permanent health cover. Further details will be provided when you commence employment.

Insurance Cover

You will be entitled to enrol into our private medical scheme. Cover is extended to your dependents and includes worldwide travel insurance.

Employee Share Scheme

You will be entitled to participate in the Group’s employee share purchase scheme.

Season Ticket Loan

An interest free season ticket loan is offered by the Company.

Notice

Twelve months’ notice of termination is required by both employer and employee.

If you wish to accept our offer of employment, please confirm your acceptance by signing and returning one copy of this letter to me.

May I take this opportunity to congratulate you on your appointment and we look forward to your joining the team at Navigators.

Yours sincerely

Jacqui Hedges
Compliance & HR Director

I accept the terms and conditions detailed above and can begin employment on

17^th September 2008

/s/ Paul Hennessy                     Paul Hennessy

EX-11.1

Exhibit 11-1

THE NAVIGATORS GROUP, INC. AND SUBSIDIARIES

COMPUTATION OF PER SHARE EARNINGS

Earnings Per Share of Common Stock and Common Stock Equivalents
($ and shares in thousands, except per share data)

	Three Months Ended				Six Months Ended
	June 30,				June 30,
	2010		2009		2010		2009
Net income applicable to common stock	$	18,970	$	23,650	$	36,015	$	35,650
Average number of common shares outstanding		16,100		16,938		16,369		16,910
Net income per share — Basic	$	1.18	$	1.40	$	2.20	$	2.11
Average number of common shares outstanding		16,100		16,938		16,369		16,910
Add: Assumed exercise of stock options and vesting of stock grants		322		55		317		100
Common and common equivalent shares outstanding		16,422		16,993		16,686		17,010
Net income per share — Diluted	$	1.16	$	1.39	$	2.16	$	2.10

EX-31.1

Exhibit 31-1

CERTIFICATION OF CHIEF EXECUTIVE OFFICER PER
SECTION 302 OF THE SARBANES-OXLEY ACT

I, Stanley A. Galanski, certify that:

1. I have reviewed this report on Form 10-Q of The Navigators Group, Inc.;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4. The registrant’s other certifying officer and I, are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

(a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

(b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

(c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

(d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5. The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

(a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

(b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: August 5, 2010	/s/ Stanley A. Galanski
	Name:	Stanley A. Galanski
	Title:	President and Chief Executive Officer (Principal Executive Officer)

EX-31.2

Exhibit 31-2

CERTIFICATION OF CHIEF FINANCIAL OFFICER PER
SECTION 302 OF THE SARBANES-OXLEY ACT

I, Francis W. McDonnell, certify that:

1. I have reviewed this report on Form 10-Q of The Navigators Group, Inc.;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4. The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

(a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

(b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

(c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

(d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5. The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

(a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

(b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: August 5, 2010	/s/ Francis W. McDonnell
	Name:	Francis W. McDonnell
	Title:	Senior Vice President and Chief Financial Officer (Principal Financial Officer)

EX-32.1

Exhibit 32-1

CERTIFICATION PURSUANT TO
18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Quarterly Report of The Navigators Group, Inc. (the “Company”) on Form 10-Q for the period ending June 30, 2010 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Stanley A. Galanski, certify, pursuant to 18 U.S.C. § 1350, as adopted pursuant to § 906 of the Sarbanes-Oxley Act of 2002, that:

(1) The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

(2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

/s/ Stanley A. Galanski

Stanley A. Galanski

President and Chief Executive Officer

August 5, 2010

A signed original of this written statement required by Section 906 has been provided to The Navigators Group, Inc. and will be retained by The Navigators Group, Inc. and furnished to the Securities and Exchange Commission or its staff upon request.

EX-32.2

Exhibit 32-2

CERTIFICATION PURSUANT TO
18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Quarterly Report of The Navigators Group, Inc. (the “Company”) on Form 10-Q for the period ending June 30, 2010 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Francis W. McDonnell, certify, pursuant to 18 U.S.C. § 1350, as adopted pursuant to § 906 of the Sarbanes-Oxley Act of 2002, that:

(1) The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

(2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

/s/ Francis W. McDonnell

Francis W. McDonnell

Senior Vice President and

Chief Financial Officer

August 5, 2010

A signed original of this written statement required by Section 906 has been provided to The Navigators Group, Inc. and will be retained by The Navigators Group, Inc. and furnished to the Securities and Exchange Commission or its staff upon request.