S-8

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As filed with the Securities and Exchange Commission on June 20, 2003

Registration No. 333-            

SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549

FORM S-8

REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933

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

Delaware	13-3138397
(state or other jurisdiction of incorporation or organization)	(I.R.S employer identification number)
One Penn Plaza New York, New York 10119 (address of principal executive offices)

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

Bradley D. Wiley
Senior Vice President, Chief Financial Officer
and Secretary
The Navigators Group, Inc.
Reckson Executive Park
6 International Drive
Rye Brook, N.Y. 10573
(914) 934-8999
(name, address and telephone number of agent for service)
Copy to:
Marc M. Tract, Esq.
Katten Muchin Zavis Rosenman
575 Madison Avenue
New York, New York 10022
(212) 940-8800

CALCULATION OF REGISTRATION FEE

Title of Securities to be registered	Amount to be registered(1)	Proposed maximum offering price per share(2)	Proposed maximum aggregate offering price(2)	Amount of registration fee
Common Stock, par value $0.10 per share	200,000 shares	$27.49	$5,498,000	$445

(1)

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

(2)

Estimated solely for the purpose of calculating the registration fee; computed, pursuant to Rule 457(c), upon the basis of the average of the high and low prices of the Common Stock on the Nasdaq National Market on June 18, 2003.

PART I

INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

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

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PART II

INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE

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

        a.     The Company's Annual Report on Form 10-K for the fiscal year ended December 31, 2002, filed with the Commission on March 31, 2003;

        b.     The Company's Quarterly Report on Form 10-Q for the quarter ended March 31, 2003, filed with the Commission on May 15, 2003;

        c.     The Company's Current Report on Form 8-K filed with the Commission on May 16, 2003; and

        d.     The description of the Company's common stock, par value $0.10 per share, under the caption "Description of Capital Stock" contained in the Company's Registration Statement on Form S-1 (Registration No. 33-5667) filed with the Commission on May 13, 1986, as amended, and incorporated by reference into the Company's Registration Statement on Form 8-A filed with the Commission on May 20, 1987, and any further amendments thereto.

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

ITEM 4. DESCRIPTION OF SECURITIES

        Not applicable.

ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL

        Marc M. Tract, a partner of Katten Muchin Zavis Rosenman, New York, New York, which serves as counsel to the Company, is a director of the Company and is the owner of 6,222 shares of the Company's common stock. Mr. Tract may be deemed to have beneficial ownership of 1,005,248 shares of the Company's common stock, as trustee under certain instruments of trust for the benefit of Terence N. Deeks' children and grandchildren. Mr. Deeks is the Company's Chairman.

ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS

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

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

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

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

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

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

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

ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED

        Not applicable.

ITEM 8. EXHIBITS

Exhibit No.	Description
4.1	Restated Certificate of Incorporation of the Company (Incorporated by reference to Exhibit 4.1 of the Company's Registration Statement on Form S-8 filed on July 26, 2002 (Registration No. 333-97183)
4.2	Certificate of Amendment to the Certificate of Incorporation of the Company.(Incorporated by reference to Exhibit 4.2 of the Company's Registration Statement on Form S-8 filed on July 26, 2002 (Registration No. 333-97183)
4.3	Bylaws of the Company. (Incorporated by reference to Exhibit 3.3 of The Navigators Group, Inc.'s Registration Statement on Form S-1 filed on May 13, 1986 (Registration No. 33-5667).
4.4*	Specimen of Common Stock certificate, par value $.10 per share, of the Company.
5*	Opinion of Katten Muchin Zavis Rosenman.
23.1*	Independent Auditors' Consent.
23.2*	Consent of Katten Muchin Zavis Rosenman (Included in Exhibit 5 above).
24*	Power of Attorney (Included on page II-5).

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99.1* The Navigators Group, Inc. Employee Stock Purchase Plan as amended.

*

Filed herewith

ITEM 9. UNDERTAKINGS

        (a)   The undersigned registrant hereby undertakes

        (1) to file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement

(i)

To include any prospectus required by Section 10(a)(3) of the Securities Act of 1933;



(ii)

To reflect in the prospectus any facts or events arising after the effective date of the registration statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the registration statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than a 20 percent change in the maximum aggregate offering price set forth in the "Calculation of Registration Fee" table in the effective registration statement; and



(iii)

To include any material information with respect to the plan of distribution not previously disclosed in the registration statement or any material change to such information in the registration statement;

provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if the registration statement is on Form S-3, Form S-8 or Form F-3 and the information required to be included in a post-effective amendment by those paragraphs is contained in periodic reports filed with or furnished to the Commission by the registrant pursuant to Section 13 or Section 15(d) of the Exchange Act that are incorporated by reference in the registration statement.

        (2) that, for the purpose of determining any liability under the Securities Act, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof; and

        (3) to remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering.

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

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

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SIGNATURES

        Pursuant to the requirements of the Securities Act of 1933, the Company certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of New York, State of New York, on this 20th day of June, 2003.

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

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POWER OF ATTORNEY

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

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

SIGNATURE	TITLE	DATE
/s/  TERENCE N. DEEKS	Chairman	June 20, 2003
Terence N. Deeks
/s/  STANLEY A. GALANSKI	Director, President and Chief Executive	June 20, 2003
Stanley A. Galanski	Officer (Principal Executive Officer)
/s/  BRADLEY D. WILEY	Senior Vice President, Chief Financial	June 20, 2003
Bradley D. Wiley	Officer and Secretary (Principal Financial Officer)
/s/  SALVATORE A. MARGARELLA	Vice President and Treasurer (Principal	June 20, 2003
Salvatore A. Margarella	Accounting Officer)
/s/  PETER A. CHENEY	Director	June 20, 2003
Peter A. Cheney
/s/  ROBERT W. EAGER, JR.	Director	June 20, 2003
Robert W. Eager, Jr.
/s/  LEANDRO S. GALBAN, JR.	Director	June 20, 2003
Leandro S. Galban, Jr.
/s/  MARC M. TRACT	Director	June 20, 2003
Marc M. Tract
/s/  GEORGE T. VAN GILDER	Director	June 20, 2003
George T. Van Gilder
/s/  ROBERT F. WRIGHT	Director	June 20, 2003
Robert F. Wright

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PART I
PART II
SIGNATURES
POWER OF ATTORNEY

EX-4.4

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EXHIBIT 4.4

NAV

COMMON STOCK	The Navigators Group, Inc. INCORPORATED UNDER THE LAWS OF THE STATE OF DELAWARE	SEE REVERSE FOR CERTAIN DEFINITIONS
THIS CERTIFIES that		CUZIP 638904 10 2
	[SPECIMEN]
is the owner of
FULLY PAID AND NON-ASSESSABLE SHARES OF THE PAR VALUE OF $.10 EACH OF THE COMMON STOCK OF
	THE NAVIGATORS GROUP INC.
transferable only on the books of the Corporation in person or by fully authorized attorney upon surrender of this Certificate properly endorsed.
This Certificate and the shares represented hereby are issued and shall be held subject to all of the provisions of the Certificate of Incorporation of the Corporation and all amendments thereto, to all of which the holder of this Certificate of acceptance hereof assents.
This Certificate is not valid until countersigned and registered by the Transfer Agent and Registrar.
WITNESS the seal of the Corporation and the facsimile signatures of its duly authorized officers.

Dated
/s/ BRADLEY D. WILEY            Secretary	/s/ STANLEY A. GALANSKI President
	/s/ TERENCE N. DEEKS Chairman
[SEAL OF THE NAVIGATORS GROUP, INC]
COUNTERSIGNED AND REGISTERED:
LASALLE BANK NATIONAL ASSOCIATION
Transfer Agent and Registrar
Authorized Signature

THE NAVIGATORS GROUP, INC.

THE CORPORTATION WILL FURNISH WITHOUT CHARGE TO EACH STOCKHOLDER WHO SO REQUESTS THE POWERS, DESIGNATIONS, PREFERENCES AND RELATIVE, PARTICIPATING, OPTIONAL OR OTHER SPECIAL RIGHTS OF EACH CLASS OF STOCK OR SERIES THEREOF OF THE CORPORATION, AND THE QUALIFICATIONS, LIMITATIONS OR RESTRICTIONS OF SUCH PREFERENCES AND/OR RIGHTS, WHICH ARE SET FORTH IN FULL IN THE CERTIFICATE OF INCORPORATION, AS AMENDED.

        The following abbreviations, when used in the inscription on the face of this certificate, shall be construed as though they were written out in full according to applicable laws or regulations:

TEN COM	—	as tenants in common	UNIF GIFT MIN ACT—	_____ Custodian _____
TEN ENT	—	as tenants by the entireties		(cust)	(Minor)
JT TEN	—	as joint tenants with right		under Uniform Gifts to Minors
		of survivorship and not		Act _____________________
		as tenants in common		(State)

Additional abbreviations may also be used though not in the above list

For value received ________ hereby sell, assign and transfer unto

PLEASE INSERT SOCIAL SECURITY OR OTHER
IDENTIFYING NUMBER OF ASSIGNEE

[PLEASE PRINT OR TYPEWRITE NAME AND ADDRESS, INCLUDING ZIP CODE, OF ASSIGNEE]

_____________________________________________________________________________________________ shares of the capital stock represented by the within Certificate and do hereby irrevocably constitute and appoint

___________________________________________________________________________ Attorney to transfer the said stock on the books of the within named Corporation with full power of substitution in the premises.

Dated ______________________

NOTICE: THE SIGNATURE TO THIS ASSIGNMENT MUST CORRESPOND WITH THE NAME AS WRITTEN UPON THE FACE OF THE CERTIFICATE IN EVERY PARTICULAR, WITHOUT ALTERATION OR ENLARGEMENT OR ANY CHANGE WHATEVER.

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THE NAVIGATORS GROUP, INC.

EX-5

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EXHIBIT 5

[KMZR letterhead]

June 20, 2003

The Navigators Group, Inc.
One Penn Plaza
New York, NY 10119

Re: The Navigators Group, Inc.
Registration Form S-8            

Gentlemen:

        We have acted as counsel to The Navigators Group, Inc., a Delaware corporation (the "Company"), in connection with the public offering by the Company on Form S-8 (the "Registration Statement") filed with the Securities and Exchange Commission (the "Commission") by the Company on June 20, 2003, of up to 200,000 shares (the "Shares") of the Company's common stock, par value $0.10 per share (the "Common Stock") pursuant to The Navigators Group, Inc. Employee Stock Purchase Plan (the "Plan").

        This opinion is being furnished in accordance with the requirements of Item 601(b)(5) of Regulation S-K under the Securities Act of 1933, as amended (the "Act").

        In connection with this opinion, we have relied as to matters of fact, without investigation, upon affidavits, certificates and written statements of directors, officers and employees of, and the accountants for, the Company. We have also examined originals or copies, certified or otherwise identified to our satisfaction, of such instruments, documents and records as we have deemed relevant and necessary to examine for the purpose of this opinion, including (i) the Registration Statement; (ii) a specimen certificate representing the Common Stock; (iii) the Certificate of Incorporation of the Company, as presently in effect; (iv) the By-Laws of the Company, as presently in effect; and (v) certain resolutions of the Board of Directors of the Company relating to the issuance and sale of the Shares and related matters.

        In connection with this opinion, we have assumed the legal capacity of all natural persons, the accuracy and completeness of all documents and records that we have reviewed, the genuineness of all signatures, the due authority of the parties signing such documents, the authenticity of the documents submitted to us as originals and the conformity to authentic original documents of all documents submitted to us as certified, conformed or reproduced copies. In making our examination of documents executed or to be executed by parties other than the Company, we have assumed that such parties had or will have the power, corporate or other, to enter into and perform all obligations thereunder and have also assumed the due authorization by all requisite action, corporate or other, and execution and delivery by such parties, of such documents and the validity and binding effect thereof.

        Based upon and subject to the foregoing, it is our opinion that when the Registration Statement becomes effective, the issuance and sale of the Shares will have been duly authorized, and, when issued pursuant to the terms of the Plan, the Shares will be validly issued, fully paid and nonassessable.

        Our opinion expressed above is limited to the General Corporation Law of the State of Delaware, including the applicable provisions of the Constitution of the State of Delaware and the reported judicial decisions interpreting such laws and provisions. This opinion is given as of the date hereof and we assume no obligation to advise you of changes that may hereafter be brought to our attention.

        We hereby consent to the filing of this opinion with the Commission as an exhibit to the Registration Statement. In giving this consent, we do not thereby admit that we are included in the category of persons whose consent is required under Section 7 of the Act or the rules and regulations of the Commission.

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

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EX-23.1

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EXHIBIT 23.1

INDEPENDENT AUDITORS' CONSENT

The Board of Directors
The Navigators Group, Inc.

        We consent to incorporation by reference in this registration statement on Form S-8 of The Navigators Group, Inc. and subsidiaries of our report dated March 12, 2003, relating to the consolidated balance sheets of The Navigators Group, Inc. and subsidiaries as of December 31, 2002, and 2001, and the related consolidated statements of income, stockholders' equity, and cash flows for each of the years in the three-year period ended December 31, 2002, and related financial statement schedules, which report appears in the December 31, 2002 Annual Report on Form 10-K of The Navigators Group, Inc. and subsidiaries.

/s/ KPMG LLP

New York, New York
June 20, 2003

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INDEPENDENT AUDITORS' CONSENT

EX-99.1

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Exhibit 99.1

THE NAVIGATORS GROUP, INC.
EMPLOYEE STOCK PURCHASE PLAN

As Amended and Restated Effective as of July 1, 2003

SECTION 1

Purpose

        The purpose of The Navigators Group, Inc. Employee Stock Purchase Plan (the "Plan") is to provide the employees of The Navigators Group, Inc. ("the Company") and its Subsidiaries with an opportunity to purchase shares of Stock through payroll deduction. The Plan is intended to qualify as an "employee stock purchase plan" under Section 423 of the Internal Revenue Code of 1986, as amended (the "Code"). The provisions of the Plan shall be construed so as to extend and limit participation consistent with the applicable requirements of the Code.

SECTION 2

Definitions

        The following words have the following meanings unless a different meaning is plainly required by the context.

         2.1  "Board" means the Board of Directors of The Navigators Group, Inc.

         2.2  "Compensation" means an Employee's basic compensation from the Company and all Subsidiaries, but excluding, without limitation, commissions, overtime, bonuses, stock options, incentive compensation and any and all other forms of compensation.

         2.3  "Continuous Status as an Employee" means the absence of any interruption or termination of service as an Employee. Continuous Status as an Employee shall not be considered interrupted in the case of a leave of absence agreed to in writing by the Company or a Subsidiary, provided that such leave is for a period of not more than 90 days or re-employment upon the expiration of such leave is guaranteed by contract or statute.

         2.4  "Contributions" means all amounts credited to the account of a Participant pursuant to the Plan.

         2.5  "Employee" means any person, including an officer, who is an employee of the Company or a Subsidiary and whose customary employment is at least twenty (20) hours per week.

         2.6  "Exercise Date" means the last business day of each Offering Period of the Plan.

         2.7  "Fair Market Value" means, as of any date, (i) the closing sale price of the Stock on the NASDAQ National Market (or such other stock exchange upon which the Stock may then be traded) on such date or (ii) if there is no sale of the Stock on the NASDAQ National Market (or such other exchange) on such date, the average of the bid and asked prices on such market (or such other market) at the close of the market on such date.

         2.8  "Offering Date" means the first business day of each Offering Period of the Plan.

         2.9  "Offering Period" means a period of six (6) months commencing on the January 1 or July 1 of each year, except as otherwise set forth in the Plan or determined by the Plan Administrator.

       2.10  "Participant" means an Employee who has elected to participate in the Plan for an Offering Period by completing a subscription agreement in accordance with Section 5.1.

       2.11  "Plan Administrator" means the Board or the Committee appointed by the Board to administer the Plan, as described in Section 12.

       2.12  "Stock" means the Common Stock, par value $0.10, of the Company.

       2.13  "Subsidiary" means a corporation, domestic or foreign, of which not less than 50% of the voting shares are held by the Company or a Subsidiary, whether or not such corporation now exists or is hereafter organized or acquired by the Company or a Subsidiary.

SECTION 3

Eligibility

        3.1    General Rule.    Any person who is an Employee on the Offering Date of a given Offering Period shall be eligible to participate in such Offering Period under the Plan, subject to the requirements of paragraph 5.1 and the limitations imposed by Section 423(b) of the Code; provided, however, that an Employee working in a country whose laws make participation in the Plan impractical and/or illegal (as determined by the Plan Administrator, in its sole discretion), shall not be eligible to participate in the Plan.

        3.2    Exceptions.    Any provisions of the Plan to the contrary notwithstanding, no Employee shall be granted an option under the Plan if (i) immediately after the grant, such Employee (or any other person whose stock ownership shall be attributed to such Employee pursuant to Section 424(d) of the Code) would own shares and/or hold outstanding options to purchase shares possessing five percent (5%) or more of the total combined voting power or value of all classes of shares of the Company or of any Subsidiary of the Company, or (ii) the rate of withholding under such option would permit the employee's rights to purchase shares under all employee stock purchase plans (described in Section 423 of the Code) of the Company and its Subsidiaries to accrue (i.e., become exercisable) at a rate which exceeds twenty-five thousand dollars ($25,000) of fair market value of such shares (determined at the time such option is granted) for each calendar year in which such option is outstanding at any time.

SECTION 4

Offering Period

         4.1  The Plan shall generally be administered with respect to consecutive Offering Periods with a new Offering Period commencing on or about each January 1 and July 1, or at such other time or times as may be determined by the Plan Administrator. The first Offering Period shall be a six (6) month period commencing on July 1, 2003.

        The Plan Administrator shall have the power to change the duration and/or frequency of an Offering Period with respect to future offerings without shareholder approval, if such change is announced at least fifteen (15) days prior to the scheduled beginning of the first Offering Period to be affected.

SECTION 5

Participation

         5.1  An Employee shall become a Participant in the Plan for an Offering Period by completing a subscription agreement provided by the Plan Administrator, which authorizes payroll deductions of an amount equal to a whole percentage, between one percent (1%) and ten percent (10%), as elected by such Employee, of such Employee's Compensation. Such amount shall be withheld as a payroll deduction and paid as such Employee's Contribution to the Plan. The subscription agreement must be submitted to the payroll office at least fifteen (15) days, or such other period as determined by the Plan Administrator, prior to the applicable Offering Date. The subscription agreement shall expire on the last day of the Offering Period to which such subscription agreement applies. The Employee must complete a new subscription agreement for each Offering Period, as described in this Section 5.1.

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         5.2  Payroll deductions begin on the first payroll date following the applicable Offering Date and end on the last payroll paid prior to the Exercise Date of the Offering Period to which the subscription agreement is applicable, unless sooner terminated by the Participant as provided in Section 10.

SECTION 6

Method of Payment of Contributions

         6.1  Payroll deductions shall be made on each payday during the Offering Period in an amount between one percent (1%) and ten percent (10%) (in whole number increments), as elected by the Participant, of his or her Compensation otherwise payable on each such payday. All payroll deductions made by a Participant shall be credited as Contributions to his or her account under the Plan. Each Participant's account under the Plan is unfunded and is maintained solely for recordkeeping purposes. A Participant may not make any payments into the account other than Contributions made through payroll deductions.

         6.2  A Participant may discontinue his or her participation in the Plan, as provided in Section 10, or may change the rate of his or her payroll deduction with respect to an Offering Period prior to or during such Offering Period by completing and filing with the Plan Administrator a new authorization for payroll deduction, provided that the Plan Administrator may, in its sole discretion, impose reasonable and uniform restrictions on the ability of Participants to change the rate of payroll deductions. The change in rate shall be effective no earlier than fifteen (15) days following the Plan Administrator's receipt of the new authorization.

         6.3  Notwithstanding, the foregoing, to the extent necessary to comply with Section 3.2 of the Plan, Section 423(b)(8) of the Code or other applicable law, a Participant's payroll deductions may be automatically decreased to zero percent (0%) at any time during the Offering Period.

         6.4  No interest shall accrue on the Contributions of a Participant in the Plan.

         6.5  All Contributions received or held by the Plan Administrator under the Plan may be used by the Company for any corporate purpose, and neither the Plan Administrator nor the Company shall be obligated to segregate such Contributions.

SECTION 7

Grant of Option

         7.1  Each Participant in the Plan in an Offering Period shall be granted, on the Offering Date during such Offering Period, an option to purchase shares of Stock on the Exercise Date during such Offering Period with the Contributions accumulated prior to such Exercise Date.

         7.2  The number of full shares of Stock that may be purchased on an Exercise Date shall be determined by dividing such Participant's total Contributions accumulated prior to such Exercise Date and credited to the Participant's account as of the Exercise Date by the Purchase Price (as defined in Section 7.3 below). Notwithstanding the foregoing, the maximum number of shares of Stock a Participant may purchase in any calendar year may not exceed 1,000, except as otherwise adjusted under Section 15; provided, further, that such purchase shall be subject to the limitations set forth in Sections 3.2 and 11 hereof.

         7.3  The Purchase Price for each share of Stock purchased under the Plan shall be the lesser of (i) ninety percent (90%) of the Fair Market Value of a share of Stock at the Offering Date and (ii) ninety percent (90%) of the Fair Market Value of a share of Stock at the Exercise Date.

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SECTION 8

Exercise of Option

         8.1  Unless the Participant withdraws from the Plan as provided in Section 10, the Participant's option for the purchase of Stock shall be exercised automatically on the Exercise Date of the Offering Period at the Purchase Price with the accumulated Contributions credited to his or her account.

         8.2  The Shares purchased upon exercise of an option hereunder shall be deemed to be transferred to the Participant on the Exercise Date.

         8.3  The maximum number of shares of Stock shall be determined based on the Purchase Price and the accumulated Contributions credited to the Participant's account in accordance with Section 7. No fractional shares are permitted to be purchased under the Plan. Any Contributions for an Offering Period credited to a Participant's account which are not sufficient to purchase a full share of Stock on the Exercise Date of such Offering Period shall be returned to such Participant.

         8.4  The shares purchased shall be issued to the Participant as promptly as practicable after the Exercise Date of the Offering Period during which such shares were purchased.

         8.5  During a Participant's lifetime, the option to purchase shares of Stock hereunder shall be exercisable only by the Participant.

SECTION 9

Delivery

         9.1  As promptly as practicable after the Exercise Date of an Offering Period, the Plan Administrator shall arrange delivery to each Participant, as appropriate, of a certificate representing the shares of Stock, if any, purchased upon exercise of his or her option for such Offering Period.

         9.2  As promptly as practicable after delivery of Stock with respect to an Offering Period (pursuant to Section 9.1 above), the Participant shall receive cash equal to the Contributions, if any, remaining to the credit of such Participant's account with respect to such Offering Period after the purchase of the maximum number of whole shares of Stock purchasable by the Participant with respect to such Offering Period.

SECTION 10

Voluntary Withdrawal; Termination of Employment

       10.1  A Participant may withdraw all, but not less than all, of the Contributions credited to his or her account and not yet used to exercise his or her option under the Plan at any time prior to an Exercise Date by giving written notice to the Plan Administrator of withdrawal from the Offering Period on a form provided for such purpose. If the Participant withdraws from an Offering Period, all of the Participant's Contributions credited to his or her account shall be paid to the Participant as promptly as practicable after receipt of the notice of withdrawal, and his or her option for such Offering Period shall be automatically canceled and no further payroll deductions for the purchase of Stock shall be made for such Participant during such Offering Period.

       10.2  Upon termination of the Participant's Continuous Status as an Employee prior to an Exercise Date of an Offering Period for any reason, including, without limitation, retirement or death, all Contributions credited to his or her account shall be returned to him or her, in cash, as promptly as practicable after such termination or, in the case of death, to the person or persons entitled thereto under Section 13, and the Participant's option to purchase Stock shall be automatically canceled.

       10.3  In the event an Employee fails to remain in Continuous Status as an Employee during an Offering Period in which the Employee is a Participant, he or she shall be deemed to have elected to

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withdraw from the Plan, and all Contributions credited to his or her account for such Offering Period shall be returned to the Participant, in cash, and the Participant's option to purchase Stock with respect to such Offering Period shall be automatically canceled.

       10.4  A Participant's withdrawal from an Offering Period shall not have any effect upon his or her eligibility to participate in a succeeding Offering Period or in any similar plan that may hereafter be adopted by the Company, in accordance with the applicable terms and conditions of such plan.

SECTION 11

Stock

       11.1  The total number of shares of Stock made available for sale under the Plan is 200,000 and is subject to adjustment, at the sole discretion of the Plan Administrator, in the event of changes in the capitalization of the Company.

       11.2  If the total number of shares subject to options granted pursuant to Section 7 exceeds the number of shares available under the Plan, the Plan Administrator shall make a pro rata allocation of the shares remaining available for option grant in a practical and equitable manner. In such event, the Plan Administrator shall give written notice to each affected Participant stating the reduction of the number of shares due to the adjustment and shall return to each affected Participant any excess Contributions credited to such Participant's account as soon as practicable after the affected Exercise Date of such Offering Period.

       11.3  A Participant shall have no interest or voting rights in shares covered by his or her option until such option has been exercised.

       11.4  Shares to be delivered to a Participant under the Plan shall be registered in the name of the Participant.

       11.5  Shares of Stock purchased under the Plan may, at the sole discretion of the Plan Administrator, be subject to restrictions on subsequent resale.

SECTION 12

Administration

       12.1  The Plan shall be administered by the Board or a committee appointed by the Board (the "Plan Administrator").

       12.2  The Plan Administrator shall have full power to adopt, amend and rescind any rules as deemed appropriate and consistent for the administration of the Plan. The Plan Administrator shall construe and interpret the Plan in its sole and absolute discretion, and make all other determinations necessary or advisable for the administration of the Plan.

       12.3  The administration, interpretation or application of the Plan by the Plan Administrator and all determinations by the Plan Administrator with respect to the Plan shall be final, conclusive and binding upon all Employees and Participants and all other persons interested or claiming an interest under the Plan.

SECTION 13

Designation of Beneficiary

       13.1  A Participant may file a written designation of a beneficiary who is to receive Stock and/or cash, if any, from the Participant's account under the Plan in the event of such Participant's death at a time when cash or Stock are held for his or her account. Any such designation shall not be effective

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until filed with the Plan Administrator. Any such designation of a beneficiary may be changed by the Participant at any time by written notice filed with the Plan Administrator.

       13.2  In the event of the death of a Participant and in the absence of a valid designation of a beneficiary who is living at the time of such Participant's death, the Plan Administrator shall deliver such Stock and/or cash to the executor or administrator of the estate of the Participant, or if no such executor or administrator has been appointed (to the knowledge of the Plan Administrator), the Plan Administrator, in its sole discretion, may deliver such Stock and/or cash to the spouse or to any one or more dependents or relatives of the Participant. If no spouse, dependent or relative is known to the Plan Administrator, the Plan Administrator, in its sole discretion, may deliver such cash and/or Stock to such other person as the Plan Administrator may reasonably designate.

SECTION 14

Transferability

       14.1  Neither Contributions credited to a Participant's account nor any rights with regard to an option to purchase shares under the Plan may be assigned, transferred, pledged or otherwise disposed of in any way (other than as provided in Section 13) by the Participant.

       14.2  Any such attempt at assignment, transfer, pledge or other disposition shall be without effect, except that the Plan Administrator may treat such act as an election to withdraw in accordance with Section 10.

SECTION 15

Adjustments Upon Changes in Capitalization; Corporate Transactions

       15.1  In the event that a dividend shall be declared upon the Stock payable in shares of Stock, the number of shares of Stock then subject to any option and the number of shares of Stock which may be purchased upon the exercise of options granted under the Plan but not yet covered by an option may be adjusted, at the sole discretion of the Plan Administrator, by adding to each share the number of shares which would be distributed thereon if such shares had been outstanding on the date fixed for determining the stockholders entitled to receive such Stock dividend. In the event that the outstanding shares of Stock shall be changed into or exchanged for a different number or kind of share of stock or other securities of the Company or of another corporation, whether through reorganization, recapitalization, stock split-up, combination of shares, sale of assets, merger or consolidation in which the Company is the surviving corporation, then, there shall be substituted for each share of Stock then subject to any option and for each share of Stock which may be purchased upon the exercise of options granted under the Plan but not yet covered by an option, the number and kind of shares of stock or other securities into which each outstanding share of Stock shall be so changed or for which each such share shall be exchanged, as determined by the Plan Administrator, in its sole discretion.

       15.2  In the event that there shall be any change, other than as specified in the first paragraph of Section 15.1 hereof, in the number or kind of outstanding shares of Stock, or of any stock or other securities into which the Common Stock shall have been changed, or for which it shall have been exchanged, then, if the Plan Administrator shall, in it sole discretion, determine that such change equitably requires an adjustment in the number or kind of shares then subject to any option and the number or kind of shares available for issuance in accordance with the provisions of the Plan but not yet covered by an option, such adjustment shall be made by the Plan Administrator and shall be effective and binding for all purposes of the Plan and of each option.

       15.3  In the case of any substitution or adjustment in accordance with the provisions of this Section 15, the option price in each option for all Stock covered thereby prior to such substitution or adjustment shall be the option price for all shares of stock or other securities which shall have been

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substituted for such Stock or to which such Stock shall have been adjusted in accordance with the provisions of this Section 15.

       15.4  No adjustment or substitution provided for in this Section 15 shall require the Company to issue a fractional share under any option.

       15.5  In the event of dissolution or liquidation of the Company, or a merger, reorganization or consolidation in which the Company is not the surviving corporation, the Board, in its sole discretion, may accelerate the exercise of each option and/or terminate the same.

SECTION 16

Amendment or Termination

       16.1  The Board may at any time and for any reason terminate or amend the Plan in whole or in part. Except as provided in Section 15, no such termination may affect options to purchase shares previously granted. Except as provided in Section 15, no amendment may make any change in any option theretofore granted which adversely affects the rights of any Participant. In addition, to the extent necessary, but only to such extent, to comply with Section 423 of the Code (or any successor rule or provision or any other applicable law or regulation), the Company shall obtain shareholder approval of an amendment in such a manner and to such a degree as so required.

SECTION 17

Notices

       17.1  All notices or other communications by a Participant to the Plan Administrator under or in connection with the Plan shall be deemed to have been duly given when received in the form specified by the Plan Administrator at the location, or by the person, designated by the Plan Administrator for the receipt thereof.

SECTION 18

Conditions Upon Issuance of Shares

       18.1  Shares of Stock shall not be issued with respect to an option to purchase, unless the exercise of such option and the issuance and delivery of such shares pursuant thereto shall comply with all applicable provisions of law, domestic or foreign, including, without limitation, the Securities Act of 1933, as amended, the Securities Exchange Act of 1934, as amended, the rules and regulations promulgated thereunder, and the requirements of any stock exchange upon which the shares may then be listed.

       18.2  As a condition to the exercise of an option, the Plan Administrator may require the Participant exercising such option to represent and warrant at the time of such exercise that the shares of Stock are being purchased only for investment and without any present intention to sell or distribute such shares if, in the opinion of counsel for the Company, such a representation is required by any of the aforementioned applicable provisions of law.

       18.3  Each Participant agrees, by entering the Plan, to promptly give the Plan Administrator notice of any disposition of shares of Stock purchased under the Plan where such disposition occurs within two (2) years after the date of grant of the option pursuant to which such shares were purchased.

SECTION 19

Effective Date; Term of Plan

       19.1  The Plan shall become effective on July 1, 2003, subject to approval by the shareholders of the Company within twelve (12) months, before or after, of the date the Plan is adopted.

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       19.2  The Plan shall continue in effect for a term of five (5) years unless sooner terminated under Section 16.

        IN WITNESS WHEREOF, The Navigators Group, Inc. has hereby adopted this Plan on this 19th day of June, 2003, as of the year and day first above written.

	THE NAVIGATORS GROUP, INC.
	By: /s/ STANLEY A. GALANSKI
Attest:	Name: Stanley A. Galanski
	Title: President and CEO

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THE NAVIGATORS GROUP, INC. EMPLOYEE STOCK PURCHASE PLAN As Amended and Restated Effective as of July 1, 2003
SECTION 1 Purpose
SECTION 2 Definitions
SECTION 3 Eligibility
SECTION 4 Offering Period
SECTION 5 Participation
SECTION 6 Method of Payment of Contributions
SECTION 7 Grant of Option
SECTION 8 Exercise of Option
SECTION 9 Delivery
SECTION 10 Voluntary Withdrawal; Termination of Employment
SECTION 11 Stock
SECTION 12 Administration
SECTION 13 Designation of Beneficiary
SECTION 14 Transferability
SECTION 15 Adjustments Upon Changes in Capitalization; Corporate Transactions
SECTION 16 Amendment or Termination
SECTION 17 Notices
SECTION 18 Conditions Upon Issuance of Shares
SECTION 19 Effective Date; Term of Plan