8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

FORM 8-K

CURRENT REPORT

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

Date of Report (Date of earliest reported event): April 7, 2006

The Navigators Group, Inc.

(Exact name of registrant as specified in its charter)

DELAWARE	0-15886	13-3138397
(State of	(Commission	(I.R.S. Employer
organization)	File Number)	Identification No.)
One Penn Plaza, New York, NY		10119
(Address of principal executive offices)		(Zip Code)

Registrant’s telephone number, including area code: (914) 933-6027

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (SEE General Instruction A.2. below):

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 1.01.              Entry into a Material Definitive Agreement.

(a) On April 11, 2006, The Navigators Group, Inc. (the “Company”) entered into an underwriting agreement (“Underwriting Agreement”) with Credit Suisse Securities (USA) LLC and JPMorgan Securities Inc., as representatives of the several underwriters named therein,  Pursuant to the Underwriting Agreement, the Company is issuing $125,000,000 aggregate principal amount of its 7% Senior Notes due May 1, 2016 (“Senior Notes”).  The terms of the Senior Notes are set forth in an Indenture to be dated as of April 17, 2006, between the Company and JPMorgan Chase Bank, N.A., as trustee, to be supplemented by the First Supplemental Indenture to be dated as of April 17, 2006.

The Underwriting Agreement, form of First Supplemental Indenture and Computation of the Ratio of Earnings to Fixed Charges for the year ended December 31, 2005 are filed as exhibits hereto and incorporated herein by reference.  The form of Senior Note is included as Exhibit A to the form of First Supplemental Indenture.

The Senior Notes are being offered and sold pursuant to the Prospectus Supplement, dated April 11, 2006, to the Prospectus, dated November 18, 2005, filed as part of the Registration Statement on Form S-3 (File No. 333-129665), which was declared effective by the Securities and Exchange Commission on November 18, 2005.

Certain of the underwriters and their affiliates have periodically performed, and may in the future perform, various financial advisory and investment banking services for the Company for which they received or will receive customary fees and expenses.  Pursuant to the Underwriting Agreement, the Company has agreed to indemnify each of the underwriters against certain liabilities, including liabilities under the Securities Act of 1933, as amended.

(b)  On April 7, 2006, the Company entered into an Amendment No. 1 (“Amendment”) to its $125,000,000 credit facility with JPMorgan Chase Bank, as Administrative Agent, syndicate of banks (as amended, the “Credit Facility”).  The Amendment, among other things, permits the Company to repurchase an increased amount of capital stock, pay increased dividends, and incur additional indebtedness to the extent of the issuance of its Senior Notes under the Indenture.  As a result of the Amendment, certain financial covenants changed, including the Company’s maximum leverage ratio.  In addition, a down grade by A.M. Best & Co. or Standard & Poor’s in the financial strength rating of the Company or any of its significant insurance subsidiaries no longer constitutes an event of default under the Credit Facility.

The foregoing description of Amendment No. 1 to the Credit Facility does not purport to be complete and is qualified in its entirety by reference to the full agreement attached hereto as Exhibit 10.1.

In connection with the amendment of the Credit Facility, Barclays Bank plc executed an Assignment Agreement with each of Credit Suisse, JPMorgan Chase Bank, N.A. and LaSalle Bank National Association under which it assigned its rights and obligations under the Credit Facility.  The Assignment Agreements are filed as Exhibits 10.2, 10.3 and 10.4 hereto.

2

Item 2.03               Creation of a Direct Financial Obligation

See Item 1.01 above

Item 9.01               Financial Statements and Exhibits.

(c) Exhibits.

1.1Underwriting Agreement, dated as of April 11, 2006, between The Navigators Group, Inc, and Credit Suisse Securities (USA) LLC and JPMorgan Securities Inc., as representatives of the Underwriters.

4.1 Form of First Supplemental Indenture, to be dated as of April 17, 2006, between the Company and JPMorgan Chase Bank, N.A. relating to the Senior Notes

4.2 Form of Senior Note (included as Exhibit A to the Form of First Supplemental Indenture filed under Exhibit 4.1 above)

10.1Amendment No. 1 to the Second Amended and Restated Credit Agreement, dated as of April 7, 2006, among the Company, JPMorgan Chase Bank, N.A., as Administrative Agent, and several lenders

10.2Assignment Agreement, dated as of April 7, 2006, between Barclays Bank plc and Credit Suisse

10.3Assignment Agreement, dated as of April 7, 2006, between Barclays Bank plc and JPMorgan Chase Bank, N.A.

10.4Assignment Agreement, dated as of April 7, 2006, between Barclays Bank plc and LaSalle Bank National Association

12.1Computation of Ratio of Earnings to Fixed Charges

3

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 hereunto duly authorized.

	THE NAVIGATORS GROUP, INC.
	(Registrant)
		/s/ ELLIOT S. OROL
	Name:	Elliot S. Orol
	Title:	Senior Vice President and
		General Counsel
Date: April 13, 2006

4

INDEX TO EXHIBITS

Number	Description
1.1	Underwriting Agreement, dated as of April 11, 2006, between The Navigators Group, Inc, and Credit Suisse Securities (USA) LLC and JPMorgan Securities Inc., as representatives of the Underwriters
4.1	Form of First Supplemental Indenture, to be dated as of April 17, 2006, between the Company and JPMorgan Chase Bank, N.A. relating to the Senior Notes
4.2	Form of Senior Note (included as Exhibit A to the Form of First Supplemental Indenture filed under Exhibit 4.1 above)
10.1	Amendment No. 1 to the Second Amended and Restated Credit Agreement, dated as of April 7, 2006, among the Company, JPMorgan Chase Bank, N.A., as Administrative Agent, and several lenders
10.2	Assignment Agreement, dated as of April 7, 2006, between Barclays Bank plc and Credit Suisse
10.3	Assignment Agreement, dated as of April 7, 2006, between Barclays Bank plc and JPMorgan Chase Bank, N.A.
10.4	Assignment Agreement, dated as of April 7, 2006, between Barclays Bank plc and LaSalle Bank National Association
12.1	Computation of Ratio of Earnings to Fixed Charges

EX-1.1

Exhibit 1.1

Execution Version

$125,000,000

The Navigators Group, Inc.

7.0% Senior Notes due 2016

UNDERWRITING AGREEMENT

April 11, 2006

CREDIT SUISSE SECURITIES (USA) LLC

J.P. MORGAN SECURITIES INC.

As Representatives (the “Representatives”) of the Several Underwriters,

c/o Credit Suisse Securities (USA) LLC

Eleven Madison Avenue,

New York, N.Y. 10010-3629

Dear Sirs:

1.Introductory. The Navigators Group, Inc., a Delaware corporation (“Company”), proposes to issue and sell $125,000,000 principal amount of its 7.0% Senior Notes due May 1, 2016 (“Offered Securities”), all to be issued under an indenture, dated as of April 17, 2006, between the Company and JPMorgan Chase Bank, N.A. as Trustee, as supplemented by the first supplemental indenture, dated as of April 17, 2006, between the Company and JPMorgan Chase Bank, N.A. as Trustee (together, the “Indenture”). The Company hereby agrees with the several Underwriters named in Schedule A hereto (“Underwriters”) as follows:

2.Representations and Warranties of the Company.  The Company represents and warrants to, and agrees with, the several Underwriters that:

(a)A registration statement (No. 333-129665) (“initial registration statement”) relating to the Offered Securities, including a form of prospectus, has been filed with the Securities and Exchange Commission (“Commission”) and an additional registration statement (“additional registration statement”) relating to the Offered Securities may have been or may be filed with the Commission pursuant to Rule 462(b) (“Rule 462(b)”) under the Securities Act of 1933, as amended (“Act”).  “Initial Registration Statement” as of any time means the initial registration statement, in the form then filed with the Commission, including all material then incorporated by reference therein, all information contained in the additional registration statement (if any) and then deemed to be a part of the initial registration statement pursuant to the General Instructions of the Form on which it is filed and all information (if any) included in a prospectus then deemed to be a part of the initial registration statement pursuant to Rule 430B (“Rule 430B”) or Rule 430C (“Rule 430C”) under the Act or retroactively deemed to be a part of the initial registration statement pursuant to Rule 430B or Rule 430A(b) (“Rule 430A(b)”) under the Act and that in any case has not then been superseded or modified.  “Additional Registration Statement” as of any time means the additional registration statement, in the form then filed with the Commission, including the contents of the Initial Registration Statement incorporated by reference therein and including all information (if any) included in a prospectus then deemed to be a part of the additional registration statement pursuant to Rule 430B or Rule 430C or retroactively deemed to be a part of the additional registration statement pursuant to Rule 430A(b) and that in any case has not then been superseded or modified.  The Initial Registration Statement and the Additional Registration Statement are herein referred to collectively as the “Registration Statements” and individually as a “Registration Statement”.  “Registration Statement” as of any time means the Initial Registration Statement and any Additional Registration

Statement as of such time.  For purposes of the foregoing definitions, information contained in a form of prospectus that is deemed retroactively to be a part of a Registration Statement pursuant to Rule 430A or Rule 430 B shall be considered to be included in such Registration Statement as of the time specified in Rule 430A or Rule 430B.  As of the time of execution and delivery of this Agreement, the Initial Registration Statement has been declared effective under the Act. Any Additional Registration Statement has or will become effective upon filing with the Commission pursuant to Rule 462(b).  The Offered Securities all have been or will be duly registered under the Act pursuant to the Initial Registration Statement and, if applicable, the Additional Registration Statement. For purposes of this Agreement, “Effective Time” with respect to the Initial Registration Statement or, if filed prior to the execution and delivery of this Agreement, the Additional Registration Statement means the date and time as of which such Registration Statement was declared effective by the Commission or has become effective upon filing pursuant to Rule 462(c) (“Rule 462(c)”) under the Act. If an Additional Registration Statement has not been filed prior to the execution and delivery of this Agreement but the Company has advised the Representatives that it proposes to file one, “Effective Time” with respect to such Additional Registration Statement means the date and time as of which such Registration Statement is filed and becomes effective pursuant to Rule 462(b). “Effective Date” with respect to the Initial Registration Statement or the Additional Registration Statement (if any) means the date of the Effective Time thereof.  A “Registration Statement” without reference to a time means such Registration Statement as of its Effective Time.  For purposes of this definition, information contained in a form of prospectus or prospectus supplement that is deemed retroactively to be a part of the Registration Statement pursuant to Rule 430B shall be considered to be included in the Registration Statement as of the time specified in Rule 430B.  “Statutory Prospectus” as of any time means the prospectus included in a Registration Statement immediately prior to that time, including: any document incorporated by reference therein and any information in a prospectus or prospectus supplement deemed to be a part thereof pursuant to Rule 430A, Rule 430B or 430C that has not been superseded or modified.  For purposes of the preceding sentence, information contained in a form of prospectus (including a prospectus supplement) that is deemed retroactively to be a part of a Registration Statement pursuant to Rule 430A or Rule 430B shall be considered to be included in the Statutory Prospectus only as of the actual time that form of prospectus (including a prospectus supplement) is filed with the Commission pursuant to Rule 424(b) (“Rule 424(b)”) under the Act. “Prospectus” means the Statutory Prospectus that discloses the public offering price and other final terms of the Offered Securities and otherwise satisfies Section 10(a) of the Act.  “Issuer Free Writing Prospectus” means any “issuer free writing prospectus,” as defined in Rule 433, relating to the Offered Securitiesin the form filed or required to be filed with the Commission or, if not required to be filed, in the form retained in the Company’s records pursuant to Rule 433(g). “General Use Issuer Free Writing Prospectus” means any Issuer Free Writing Prospectus that is intended for general distribution to prospective investors, as evidenced by its being specified in Schedule B. “Limited Use Issuer Free Writing Prospectus” means any Issuer Free Writing Prospectus that is not a General Use Issuer Free Writing Prospectus. “Applicable Time” means 4:08 pm (Eastern time) on the date of this Agreement.

(b)(i) On the Effective Date of the Initial Registration Statement, the Initial Registration Statement conformed in all material respects to the requirements of the Act, the Trust Indenture Act of 1939, as amended (“Trust Indenture Act”) and the rules and regulations of the Commission (“Rules and Regulations”) and did not include any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading, (ii) on the Effective Date of the Additional Registration Statement (if any), each Registration Statement conformed, or will conform, in all material respects to the requirements of the Act, the Trust Indenture Act and the Rules and Regulations and did not include, or will not include, any untrue statement of a material fact and did not omit, or will not omit, to state any material fact required to be stated therein or necessary to make the statements therein not misleading and (iii) on the date of this Agreement, the Initial Registration Statement and, if the Effective Time of the Additional Registration Statement is prior to the execution and delivery of this Agreement, the Additional Registration Statement each conforms, and at the time of filing of the Prospectus pursuant to Rule 424(b) or (if no such filing is required) at the Effective Date of the Additional Registration Statement in which the Prospectus is included, each Registration Statement and the Prospectus will conform, in all material respects to the requirements of the Act, the Trust Indenture Act and the Rules and Regulations, and none of such documents includes, or will include, any untrue statement of a material fact or omits, or will omit, to state any material fact required to be stated therein or necessary to make the statements therein not misleading. The preceding sentence does not apply to statements in or omissions from a Registration Statement or the Prospectus based upon written information furnished to the Company by any Underwriter through the Representatives specifically for use therein, it being understood and agreed that the only such information is that described as such in Section 7(b) hereof.

2

(c)(i) At the earliest time after the filing of the Registration Statement that the Company or another offering participant made a bona fide offer (within the meaning of Rule 164(h)(2) under the Act) of the Offered Securities and (ii) at the date of this Agreement,the Company was not and is not an “ineligible issuer,” as defined in Rule 405.

(d)As of the Applicable Time, neither (i) the General Use Issuer Free Writing Prospectus issued at or prior to the Applicable Time and the preliminary prospectus, dated April 7, 2006 (which is the most recent Statutory Prospectus distributed to investors generally), all considered together (collectively, the “General Disclosure Package”), nor (ii) any individual Limited Use Issuer Free Writing Prospectus, when considered together with the General Disclosure Package, included any untrue statement of a material fact or omitted to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading.  The preceding sentence does not apply to statements in or omissions from any prospectus included in the Registration Statement or any Issuer Free Writing Prospectus in reliance upon and in conformity with written information furnished to the Company by any Underwriter through the Representatives specifically for use therein, it being understood and agreed that the only such information furnished by any Underwriter consists of the information described as such in Section 8(b) hereof.

(e)Each Issuer Free Writing Prospectus, as of its issue date and at all subsequent times through the completion of the public offer and sale of the Offered Securities or until any earlier date that the Company notified or notifies the Representatives and as described in the next sentence, did not, does not and will not include any information that conflicted, conflicts or will conflict with the information then contained in the Registration Statement.  If at any time following issuance of an Issuer Free Writing Prospectus and prior to completion of the public offer and sale of the Offered Securities there occurred or occurs an event or development as a result of which such Issuer Free Writing Prospectus conflicted or would conflict with the information then contained in the Registration Statement or when considered together with the General Disclosure Package included or would include an untrue statement of a material fact or omitted or would omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances prevailing at that subsequent time, not misleading, (i) the Company has promptly notified or will promptly notify the Representatives and (ii) the Company has promptly amended or will promptly amend or supplement such Issuer Free Writing Prospectus to eliminate or correct such conflict, untrue statement or omission.  The foregoing two sentences do not apply to statements in or omissions from any Issuer Free Writing Prospectus in reliance upon and in conformity with written information furnished to the Company by any Underwriter through the Representatives specifically for use therein, it being understood and agreed that the only such information furnished by any Underwriter consists of the information described as such in Section 8(b) hereof.

(f)The Company has been duly incorporated and is an existing corporation in good standing under the laws of the State of Delaware, with requisite corporate power to own its properties and conduct its business as described in the General Disclosure Package; and the Company is duly qualified to do business as a foreign corporation in good standing in all other jurisdictions in which its ownership or lease of property or the conduct of its business requires such qualification, except where the failure to be so qualified would not, individually or in the aggregate, be reasonably expected to have a material adverse effect on the condition (financial or other), business, properties or results of operations of the Company and its subsidiaries taken as a whole (“Material Adverse Effect”).  For purposes of the definition of “Material Adverse Effect,” “subsidiary” and “subsidiaries” shall include Lloyd’s Syndicate 1221 and all subsidiaries of the Company without giving effect to the limiting definition contained in subparagraph (g) below.

(g)Each subsidiary of the Company (it being agreed and understood that the terms “subsidiary” and “subsidiaries” shall mean for purposes of this Agreement, all “significant subsidiaries” (as such term is defined in Rule 1.02(w) of Regulation S-X) of the Company has been duly incorporated and is an existing corporation in good standing under the laws of the jurisdiction of its incorporation, with requisite corporate power to own its properties and conduct its business as described in the General Disclosure Package; and each subsidiary of the Company is duly qualified to do business as a foreign corporation in good standing in all other jurisdictions in which its ownership or lease of property or the conduct of its business requires such qualification, except where the failure to be so qualified would not,

3

individually or in the aggregate, be reasonably expected to have a Material Adverse Effect; all of the issued and outstanding capital stock of each subsidiary of the Company has been duly authorized and validly issued and is fully paid and nonassessable; and, except as disclosed in the General Disclosure Package, the capital stock of each subsidiary owned by the Company, directly or through subsidiaries, is owned free from liens, encumbrances and defects.

(h)The Indenture has been duly authorized and has been duly qualified under the Trust Indenture Act with respect to the Offered Securities registered thereby; and on the Closing Date (as defined below), the Indenture will have been duly executed and delivered, will conform in all material respects to the description thereof contained in the General Disclosure Package and the Prospectus and will constitute a valid and legally binding obligation of the Company, enforceable in accordance with its terms, subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar laws of general applicability relating to or affecting creditors’ rights and to general equity principles (collectively, the “Enforceability Exceptions”); the Offered Securities have been duly authorized, and when delivered and paid for in accordance with this Agreement on the Closing Date (as defined below), such Offered Securities will have been duly executed, authenticated, issued and delivered, will be consistent with the terms of the Indenture and the information in the General Disclosure Package and will conform in all material respects to the description thereof contained in the Prospectus, and such Offered Securities will constitute valid and legally binding obligations of the Company, entitled to the benefits provided in the Indenture, enforceable in accordance with their terms, subject to the Enforceability Exceptions.

(i)Except as disclosed in the Prospectus and the General Disclosure Package, there are no contracts, agreements or understandings between the Company and any person that would give rise to a valid claim against the Company or any Underwriter for a brokerage commission, finder’s fee or other like payment in connection with this offering.

(j)There are no contracts, agreements or understandings between the Company and any person granting such person the right to require the Company to file a registration statement under the Act with respect to any securities of the Company owned or to be owned by such person or to require the Company to include such securities in the securities registered pursuant to a Registration Statement or in any securities being registered pursuant to any other registration statement filed by the Company under the Act.

(k)No consent, approval, authorization, or order of, or filing with, any governmental agency or body or any court is required to be obtained or made by the Company for the consummation of the transactions contemplated by this Agreement in connection with the sale of the Offered Securities, except such as have been obtained and made under the Act and the Trust Indenture Act and such as may be required under state securities or insurance securities laws or by the National Association of Securities Dealers, Inc. (“NASD”).

(l)The execution, delivery and performance of the Indenture and this Agreement, and the issuance and sale of the Offered Securities as contemplated by this Agreement and compliance with the terms and provisions of the Offered Securities will not result in a breach or violation of any of the terms and provisions of, or constitute a default under, (i) any statute, rule, regulation or order of any governmental agency or body or any court, domestic or foreign, having jurisdiction over the Company, any subsidiary of the Company or Lloyd’s Syndicate 1221 or any of their properties, (ii) any agreement or instrument to which the Company, any such subsidiary or Lloyd’s Syndicate 1221 is a party or by which the Company, any such subsidiary or Lloyd’s Syndicate 1221 is bound or to which any of the properties of the Company, any such subsidiary or Lloyd’s Syndicate 1221 is subject, or (iii) the charter or by-laws (or similar governing documents) of the Company, any such subsidiary or Lloyd’s Syndicate 1221 except, in the case of clause (ii), as would not, individually or in the aggregate, be reasonably expected to have a Material Adverse Effect.

(m)This Agreement has been duly authorized, executed and delivered by the Company.

4

(n)Except as disclosed in the Prospectus and the General Disclosure Package, the Company and its subsidiaries have good and marketable title to all real properties and all other properties and assets owned by them that are material to the business of the Company, its subsidiaries and Lloyd’s Syndicate 1221, in each case free from liens, encumbrances and defects that would materially affect the value thereof or materially interfere with the use made or to be made thereof by them; and except as disclosed in the General Disclosure Package, the Company and its subsidiaries hold any leased real or personal property under valid and enforceable leases with no exceptions that would materially interfere with the use made or to be made thereof by them.

(o)The Company, its subsidiaries and Lloyd’s Syndicate 1221 possess adequate certificates, authorities or permits issued by appropriate governmental agencies or bodies or by the Society of Lloyd’s necessary to conduct the business now operated by them and have not received any notice of proceedings relating to the revocation or modification of any such certificate, authority or permit that, if determined adversely to the Company, any of its subsidiaries or Lloyd’s Syndicate 1221, would reasonably be expected, individually or in the aggregate, to have a Material Adverse Effect.

(p)No labor dispute with the employees of the Company or any subsidiary exists or, to the knowledge of the Company, is imminent that might have a Material Adverse Effect.

(q)The Company and its subsidiaries own, possess or can acquire on reasonable terms, adequate trademarks, trade names and other rights to inventions, know-how, patents, copyrights, confidential information and other intellectual property (collectively, “intellectual property rights”) necessary to conduct the business now operated by them, or presently employed by them, and have not received any notice of infringement of or conflict with asserted rights of others with respect to any intellectual property rights that, if determined adversely to the Company or any of its subsidiaries, would reasonably be expected, individually or in the aggregate, to have a Material Adverse Effect.

(r)Except as disclosed in the Prospectus and the General Disclosure Package, neither the Company nor any of its subsidiaries is in violation of any statute, any rule, regulation, decision or order of any governmental agency or body or any court, domestic or foreign, relating to the use, disposal or release of hazardous or toxic substances or relating to the protection or restoration of the environment or human exposure to hazardous or toxic substances (collectively, “environmental laws”), owns or operates any real property contaminated with any substance that is subject to any environmental laws, is liable for any off-site disposal or contamination pursuant to any environmental laws, or is subject to any claim relating to any environmental laws, which violation, contamination, liability or claim would reasonably be expected, individually or in the aggregate, to have Material Adverse Effect; and the Company is not aware of any pending investigation which might lead to such a claim.

(s)Except as disclosed in the Prospectus and the General Disclosure Package, there are no pending actions, suits or proceedings against or affecting the Company, any of its subsidiaries, any of their respective properties or Lloyd’s Syndicate 1221 that, if determined adversely to the Company or any of its subsidiaries, would reasonably be expected, individually or in the aggregate, to have a Material Adverse Effect, or would reasonably be expected to materially and adversely affect the ability of the Company to perform its obligations under the Indenture or this Agreement, or which are otherwise material in the context of the sale of the Offered Securities; and to the Company’s knowledge, no such actions, suits or proceedings are threatened or, contemplated.

(t)KPMG LLP whose reports on the consolidated financial statements of the Company and its subsidiaries are filed with the Commission as part of the Registration Statement, the Prospectus and the General Disclosure Package are independent certified public accountants as required by the Act and by Rule 3600T of the Public Company Accounting Oversight Board.  The financial statements included in each Registration Statement, the Prospectus and the General Disclosure Package present fairly in all material respects the financial position of the Company and its consolidated subsidiaries as of the dates shown and their results of operations and cash flows for the periods shown, and, except as otherwise disclosed in the Prospectus and the General Disclosure Package, such financial statements have been prepared in conformity with the generally accepted accounting principles in the United States (“GAAP”)

5

applied on a consistent basis and the schedules included in each Registration Statement present fairly in all material respects the information required to be stated therein.

(u)Except as disclosed in the Prospectus and the General Disclosure Package, since the date of the latest audited financial statements included in the Registration Statement, Prospectus and the General Disclosure Package there has been no material adverse change, nor any development or event involving a prospective material adverse change, in the condition (financial or other), business, properties or results of operations of the Company and its subsidiaries taken as a whole, and, except as disclosed in or contemplated by the Prospectus and the General Disclosure Package, there has been no dividend or distribution of any kind declared, paid or made by the Company on any class of its capital stock.  Since December 31, 2005, there has not been (i) any material decrease in consolidated total assets (excluding the effects of the decrease due to the mark to market of the Company’s investment portfolio in accordance with Statement of Financial Accounting Standards No. 115 and decreases in reinsurance receivable on paid and unpaid losses and loss adjustment expenses), or (ii) any material decrease in stockholders’ equity (excluding the effect of any change in accumulated other comprehensive income) or (iii) as compared to the comparable period in the year 2005, any material decreases in total or per share amounts of consolidated net income of the Company and its consolidated subsidiaries.

(v)The Company is subject to the reporting requirements of Section 13 of the Securities Exchange Act of 1934, as amended (“Exchange Act”) and files reports with the Commission on the Electronic Data Gathering, Analysis, and Retrieval (“EDGAR”) system.

(w)The Company is not and, after giving effect to the offering and sale of the Offered Securities and the application of the proceeds thereof as described in the Registration Statement, the Prospectus and the General Disclosure Package, will not be an “investment company” as defined in the Investment Company Act of 1940.

(x)Each subsidiary of the Company which is engaged in the business of insurance or reinsurance and Lloyd’s Syndicate 1221 (collectively, the “Insurance Subsidiaries”) is authorized under such insurance licenses, certificates and permits from governmental authorities (including, without limitation, from the insurance regulatory agencies of the various jurisdictions where it conducts business (the “Insurance Licenses”)) as necessary to the conduct of its business as described in the Registration Statement, the Prospectus and the General Disclosure Package; the Company and each Insurance Subsidiary have fulfilled and performed all obligations necessary to maintain the Insurance Licenses; except as disclosed in the Prospectus and the General Disclosure Package, there is no pending or, to the knowledge of the Company, threatened action, suit, proceeding or investigation that would reasonably be expected to result in the revocation, termination or suspension of any Insurance License which would reasonably be expected, individually or in the aggregate, to have a Material Adverse Effect; and except as disclosed in the Prospectus and the General Disclosure Package, no insurance regulatory agency or body has issued, or commenced any proceeding for the issuance of, any order or decree impairing, restricting or prohibiting the payment of dividends by any Insurance Subsidiary to its parent.

(y)Except as disclosed in the Prospectus and the General Disclosure Package, the Company and its Insurance Subsidiaries have made no material change in their insurance reserving practices since the most recent audited financial statements included in the Registration Statement, the Prospectus and the General Disclosure Package.

(z)Except as disclosed in the Prospectus and the General Disclosure Package, all reinsurance treaties, contracts, agreements and arrangements to which any Insurance Subsidiary is a party are in full force and effect and no Insurance Subsidiary is in violation of, or in default in the performance, observance or fulfillment of, any obligation, agreement, covenant or condition contained therein, except where the failure to be in full force and effect or where such violation or default would not, individually or in the aggregate, be reasonably expected to have a Material Adverse Effect; no Insurance Subsidiary has received any notice from any of the other parties to such treaties, contracts, agreements or arrangements that such other party intends not to perform thereunder and, to the knowledge of the Company and the Insurance Subsidiaries, none of the other parties to such treaties, contracts, agreements or arrangements will

6

be unable to perform such treaty, contract, agreement or arrangement, except where such nonperformance would not, individually or in the aggregate, be reasonably expected to have a Material Adverse Effect.

(aa)The statutory financial statements of the Insurance Subsidiaries, from which certain ratios and financial, statistical and other data included in the Registration Statement, the Prospectus and the General Disclosure Package have been derived, have been prepared for each relevant period in conformity, in all material respects, with statutory accounting principles or practices prescribed or permitted by the National Association of Insurance Commissioners and by the appropriate Insurance Department of the jurisdiction of domicile of each Insurance Subsidiary (“SAP”), and such statutory accounting practices have been applied on a consistent basis in all material respects throughout the periods involved, except as may otherwise be indicated therein or in the notes thereto, and such statutory financial statements present fairly in all material respects the statutory financial position of the Insurance Subsidiaries as of the dates thereof, and the statutory basis results of operations of the Insurance Subsidiaries for the periods covered thereby.

(bb)The Company is, and has been since the date of enactment of the Sarbanes-Oxley Act of 2002 (the “SOX Act”), in compliance with all applicable provisions of the SOX Act.  The Company’s Chief Executive Officer and Chief Financial Officer have filed with the Commission all certifications required by the SOX Act.

(cc)Each of the reinsurance agreements and transactions entered into by the Company or any of its Insurance Subsidiaries have been properly accounted for as prospective reinsurance in accordance with SAP in any statutory financial statement of any Insurance Subsidiary and in accordance with GAAP in the financial statements of the Company and its consolidated subsidiaries included in the Registration Statement and the General Disclosure Package and there are no separate side agreements, side letters or similar instruments that would limit the insurance risk transferred to the reinsurer under any of such reinsurance agreements or transactions.

3.Purchase and Offering of Offered Securities.  On the basis of the representations, warranties and agreements herein contained, but subject to the terms and conditions herein set forth, the Company agrees to sell each Underwriter, and each Underwriter agrees, severally and not jointly, to purchase from the Company, at a purchase price of 98.968% of the principal amount thereof plus accrued interest, if any, from April 17, 2006 to the Closing Date (as hereinafter defined), the respective principal amounts of Offered Securities set forth opposite the name of such Underwriter in Schedule A hereto.

The Company will deliver the Offered Securities to the Representatives for the accounts of the Underwriters, at the office of Dewey Ballantine LLP, New York, New York, against payment of the purchase price in Federal (same day) funds by official bank check or checks or wire transfer to an account at a bank acceptable to the Representatives drawn to the order of The Navigators Group, Inc., at the office of Dewey Ballantine LLP, New York, New York,, at 10:00 A.M., New York time, on April 17, 2006, or at such other time not later than seven full business days thereafter as the Representatives and the Company determine, such time being herein referred to as the “Closing Date”.  Delivery of the Offered Securities shall be made through the facilities of The Depository Trust Company unless the Representatives shall otherwise instruct.  For purposes of Rule 15c6-1 under the Securities Exchange Act of 1934, the Closing Date (if later than the otherwise applicable settlement date) shall be the settlement date for payment of funds and delivery of securities for all the Offered Securities sold pursuant to the offering. The certificates for the Offered Securities so to be delivered will be in definitive form, in such denominations and registered in such names as the Representatives request and will be made available for checking and packaging at the office of Dewey Ballantine LLP, New York, New York, at least 24 hours prior to the Closing Date.

4.Offering by Underwriters.  It is understood that the several Underwriters propose to offer the Offered Securities for sale to the public as set forth in the Prospectus.

5.Certain Agreements of the Company.  The Company agrees with the several Underwriters that:

7

(a)The Company will file each Statutory Prospectus (including the Prospectus) with the Commission pursuant to and in accordance with subparagraph (2) (or, if applicable and if consented to by the Representatives, subparagraph (5)) of Rule 424(b) not later than  the second business day following the execution and delivery of this Agreement.  The Company will advise the Representatives promptly of any such filing pursuant to Rule 424(b). If an additional registration statement is necessary to register a portion of the Offered Securities under the Act but the Effective Time thereof has not occurred as of the execution and delivery of this Agreement, the Company will file the additional registration statement or, if filed, will file a post-effective amendment thereto with the Commission pursuant to and in accordance with Rule 462(b) on or prior to 10:00 P.M., New York time, on the date of this Agreement or, if earlier, on or prior to the time the Prospectus is printed and distributed to any Underwriter, or will make such filing at such later date as shall have been consented to by the Representatives.  The Company has complied with and will comply with Rule 433.

(b)The Company will advise the Representatives promptly of any proposal to amend or supplement the initial or any additional registration statement as filed or the related prospectus or the Initial Registration Statement, the Additional Registration Statement (if any) or the Statutory Prospectus and will not effect such amendment or supplementation without the Representatives’ consent which consent shall not be unreasonably withheld; and the Company will also advise the Representatives promptly of the effectiveness of each Registration Statement (if its Effective Time is subsequent to the execution and delivery of this Agreement) and of any amendment or supplementation of a Registration Statement or the Statutory Prospectus and of the institution by the Commission of any stop order proceedings in respect of a Registration Statement and will use its best efforts to prevent the issuance of any such stop order and to obtain as soon as possible its lifting, if issued.

(c)If, at any time when a prospectus relating to the Offered Securities is (or but for the exemption in Rule 172 under the Act would be) required to be delivered under the Act in connection with sales by any Underwriter or dealer, any event occurs as a result of which the Prospectus as then amended or supplemented would include an untrue statement of a material fact or omit to state any material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading, or if it is necessary at any time to amend the Prospectus to comply with the Act, the Company will promptly notify the Representatives of such event and will promptly prepare and file with the Commission, at its own expense, an amendment or supplement which will correct such statement or omission or an amendment which will effect such compliance.  Neither the Representatives’ consent to, nor the Underwriters’ delivery of, any such amendment or supplement shall constitute a waiver of any of the conditions set forth in Section 6.

(d)As soon as practicable, but not later than the Availability Date (as defined below), the Company will make generally available to its securityholders an earnings statement covering a period of at least 12 months beginning after the Effective Date of the Initial Registration Statement (or, if later, the Effective Date of the Additional Registration Statement) which will satisfy the provisions of Section 11(a) of the Act. For the purpose of the preceding sentence, “Availability Date” means the 40th day after the end of the fourth fiscal quarter following the fiscal quarter that includes such Effective Date, except that, if such fourth fiscal quarter is the last quarter of the Company’s fiscal year, “Availability Date” means the 60th day after the end of such fourth fiscal quarter.

(e)The Company will furnish to the Representatives copies of each Registration Statement (one of which will be signed and will include all exhibits), each related preliminary prospectus,  each related preliminary prospectus supplement and, so long as a prospectus relating to the Offered Securities is required to be delivered under the Act in connection with sales by any Underwriter or dealer, the Prospectus and all amendments and supplements to such documents, in each case in such quantities as the Representatives’ reasonably request. The Prospectus shall be so furnished on or prior to 3:00 P.M., New York time, on the business day following the execution and delivery of this Agreement.  All other such documents shall be so furnished as soon as available. The Company will pay the expenses of printing and distributing to the Underwriters all such documents.

8

(f)The Company will arrange for the qualification of the Offered Securities for sale under the laws of such jurisdictions as the Representatives designate and will continue such qualifications in effect so long as required for the distribution; provided, that the Company shall not be required in connection therewith to qualify as a foreign corporation in any jurisdiction in which it is not now qualified or to take any action that would subject it to taxation in any jurisdiction in which it is not now subject or consent to service of process generally in any jurisdiction in which it is not now subject to such consent.

(g)The Company agrees with the several Underwriters that the Company will pay all expenses incident to the performance of the obligations of the Company under this Agreement), for any filing fees and other expenses (including reasonable fees and disbursements of counsel not exceeding $15,000) in connection with qualification of the Offered Securities for sale under the laws of such jurisdictions as the Representatives designate and the printing of memoranda relating thereto, for any fees charged by investment rating agencies for the rating of the Offered Securities, in connection with the review of the underwriting terms and arrangements of the offering with regard to compliance with the NASD’s Conduct Rules, for the filing fee incident to the review by the NASD of the Offered Securities, for any travel expenses of the Company’s officers and employees and any other expenses of the Company in connection with attending or hosting meetings with prospective purchasers of the Offered Securities and for expenses incurred in preparing, printing and distributing preliminary prospectuses and the Prospectus (including any amendments and supplements thereto) to the Underwriters and for expenses incurred for preparing, printing and distributing any Issuer Free Writing Prospectuses to investors and prospective investors.

(h)The Company will not offer, sell, contract to sell, pledge or otherwise dispose of, directly or indirectly, or file with the Commission a registration statement under the Act relating to United States dollar-denominated debt securities issued or guaranteed by the Company and having a maturity of more than one year from the date of issue, or publicly disclose the intention to make any such offer, sale, pledge, disposition or filing, without the prior written consent of the Representatives for a period beginning at the date of this Agreement and ending at the Closing Date.

6.Free Writing Prospectuses.  (a)  The Company represents and agrees that, unless it obtains the prior consent of the Representatives, and each Underwriter represents and agrees that, unless it obtains the prior consent of the Company and the Representatives, it has not made and will not make any offer relating to the Offered Securities that would constitute an Issuer Free Writing Prospectus, or that would otherwise constitute a “free writing prospectus,” as defined in Rule 405, required to be filed with the Commission. Any such free writing prospectus consented to by the Company and the Representatives is hereinafter referred to as a “Permitted Free Writing Prospectus.”  The Company represents that it has treated and agrees that it will treat each Permitted Free Writing Prospectus as an “issuer free writing prospectus,” as defined in Rule 433, and has complied and will comply with the requirements of Rules 164 and 433 applicable to any Permitted Free Writing Prospectus, including timely Commission filing where required, legending and record keeping.

(b)The Company will prepare a final term sheet relating to the Offered Securities, containing only information that describes the final terms of the Offered Securities and otherwise in a form consented to by the Representatives, and will file such final term sheet within the period required by Rule 433(d)(5)(ii) following the date such final terms have been established for all classes of the offering of the Offered Securities.  Any such final term sheet is an Issuer Free Writing Prospectus and a Permitted Free Writing Prospectus for purposes of this Agreement.  The Company also consents to the use by any Underwriter of a free writing prospectus that contains only (i)(x) information describing the preliminary terms of the Offered Securities or their offering or (y) information that describes the final terms of the Offered Securities or their offering and that is included in the final term sheet of the Company contemplated in the first sentence of this subsection and in the case of (x) or (y) contains information of the type customarily distributed by underwriters via the Bloomberg electronic system for offerings of the type contemplated by this Agreement or (ii) other information that is not “issuer information,” as defined in Rule 433, it being understood that any such free writing prospectus referred to in clause (i) or (ii) above shall not be an Issuer Free Writing Prospectus for purposes of this Agreement.

9

7.Conditions of the Obligations of the Underwriters.  The obligations of the several Underwriters to purchase and pay for the Offered Securities will be subject to the accuracy of the representations and warranties on the part of the Company herein, to the accuracy of the statements of Company officers made pursuant to the provisions hereof, to the performance by the Company of its obligations hereunder and to the following additional conditions precedent:

(a)The Representatives shall have received a letter, dated the date of delivery thereof (which shall be on or prior to the date of this Agreement), of KPMG LLP in the form set out as Exhibit A to this Agreement.

(b)If the Effective Time of the Additional Registration Statement (if any) is not prior to the execution and delivery of this Agreement, such Effective Time shall have occurred not later than 10:00 P.M., New York time, on the date of this Agreement or, if earlier, the time the Prospectus is printed and distributed to any Underwriter, or shall have occurred at such later date as shall have been consented to by the Representatives.  The Prospectus shall have been filed with the Commission in accordance with the Rules and Regulations and Section 5(a) of this Agreement. No stop order suspending the effectiveness of a Registration Statement or of any part thereof shall have been issued and no proceedings for that purpose shall have been instituted or, to the knowledge of the Company or any Underwriter, shall be contemplated by the Commission.

(c)Subsequent to the execution and delivery of this Agreement, there shall not have occurred (i) any change, or any development or event involving a prospective change, in the condition (financial or other), business, properties or results of operations of the Company and its subsidiaries and Lloyd’s Syndicate 1221 taken as one enterprise which, in the judgment of a majority in interest of the Underwriters including the Representatives, is material and adverse and makes it impractical or inadvisable to proceed with completion of the public offering or the sale of and payment for the Offered Securities; (ii) any downgrading in the rating of any debt securities of the Company, to the extent outstanding on the date hereof, by any “nationally recognized statistical rating organization” (as defined for purposes of Rule 436(g) under the Act), or downgrading in the insurance claims paying ability rating or financial strength rating of any Insurance Subsidiary by A.M. Best Company or any nationally recognized statistical rating organization or any public announcement that any such organization has under surveillance or review its rating of any debt securities of the Company, to the extent outstanding on the date hereof, or its rating of the insurance claims paying ability or financial strength of any Insurance Subsidiary of the Company (other than an announcement with positive implications of a possible upgrading, and no implication of a possible downgrading, of such rating); (iii) any change in U.S. or international financial, political or economic conditions or currency exchange rates or exchange controls as would, in the judgment of a majority in interest of the Underwriters including the Representatives, be likely to prejudice materially the success of the proposed issue, sale or distribution of the Offered Securities, whether in the primary market or in respect of dealings in the secondary market; (iv) any material suspension or material limitation of trading in securities generally on the New York Stock Exchange or The Nasdaq National Market or any setting of minimum prices for trading on such exchanges; (v) any suspension of trading of any securities of the Company on any exchange or in the over-the-counter market; (vi) any banking moratorium declared by U.S. Federal or New York authorities; (vii) any major disruption of settlements of securities or clearance services in the United States or (viii) any attack on, outbreak or escalation of hostilities or act of terrorism involving the United States, any declaration of war by Congress or any other national or international calamity or emergency if, in the judgment of a majority in interest of the Underwriters including the Representatives, the effect of any such attack, outbreak, escalation, act, declaration, calamity or emergency makes it impractical or inadvisable to proceed with completion of the public offering or the sale of and payment for the Offered Securities.

(d)The Representatives shall have received an opinion, dated the Closing Date, of LeBoeuf, Lamb, Greene & MacRae LLP, counsel for the Company, to the effect that:

(i)The Company has been duly incorporated and is an existing corporation in good standing under the laws of the State of Delaware, with the requisite corporate power to own its properties and conduct its business as described in the General Disclosure Package;

10

(ii)The Indenture has been duly authorized, executed and delivered and has been duly qualified under the Trust Indenture Act, and assuming due authorization, execution and delivery thereof by the Trustee, constitutes a valid and legally binding obligation of the Company, enforceable in accordance with its terms, subject to the Enforceability Exceptions; the Offered Securities delivered on the Closing Date conform to the description thereof contained in the Prospectus and the General Disclosure Package and are consistent with the terms of the Indenture, have been duly authorized, executed and delivered by the Company, and when authenticated in the manner provided for in the Indenture and delivered against payment therefor as described in this Agreement, will constitute valid and legally binding obligations of the Company, enforceable in accordance with their terms, subject to the Enforceability Exceptions;

(iii)There are no contracts, agreements or understandings known to such counsel between the Company and any person granting such person the right to require the Company to file a registration statement under the Act with respect to any securities of the Company owned or to be owned by such person or to require the Company to include such securities in the securities registered pursuant to the Registration Statement or in any securities being registered pursuant to any other registration statement filed by the Company under the Act;

(iv)The Company is not, and after giving effect to the offering and sale of the Offered Securities and the application of the proceeds thereof as described in the General Disclosure Package, will not be, required to register as an “investment company” as defined in the Investment Company Act of 1940;

(v)No consent, approval, authorization or order of, or filing with, any governmental agency or body or any court is required to be obtained or made by the Company for the issuance and sale of the Offered Securities as contemplated by this Agreement, except such as have been obtained and made under the Act, the Trust Indenture Act and such as may be required under state securities laws or by the NASD;

(vi)The execution, delivery and performance of the Indenture and this Agreement and the issuance and sale of the Offered Securities as contemplated by this Agreement and compliance with the terms and provisions of the Offered Securities will not result in a breach or violation of any of the terms and provisions of, or constitute a default under, (i) Delaware General Corporation Law, (ii) any statute, rule, regulation or order of the State of New York or the federal government of the United States or any court of the State of New York or the federal government of the United States having jurisdiction over the Company or any of its properties, (iii) any agreement or instrument known to such counsel to which the Company is a party or by which the Company is bound or to which any of the properties of the Company is subject, or (iv) the charter or by-laws of the Company;

(vii)The Initial Registration Statement was declared effective under the Act as of the date and time specified in such opinion, the Additional Registration Statement (if any) was filed and became effective under the Act as of the date and time (if determinable) specified in such opinion, the Prospectus was filed with the Commission pursuant to the subparagraph of Rule 424(b) specified in such opinion on the date specified therein, and, to the knowledge of such counsel, no stop order suspending the effectiveness of a Registration Statement or any part thereof has been issued and no proceedings for that purpose have been instituted or are pending or contemplated under the Act, and each Registration Statement and the Prospectus, and each amendment or supplement thereto, as of their respective effective or issue dates, complied as to form in all material respects with the requirements of the Act, the Trust Indenture and the Rules and Regulations;

(viii)The statements set forth or incorporated by reference in the Registration Statements and General Disclosure Package under the captions, “Business-Regulation,” “Description of Debt Securities” and “Description of the Notes” insofar as they purport to describe statutes, legal and governmental proceedings and contracts and other documents are accurate in all

11

material respects and fairly present the information required to be shown; and such counsel do not know of any legal or governmental proceedings required to be described in a Registration Statement or the Prospectus which are not described as required or of any contracts or documents of a character required to be described in a Registration Statement or the Prospectus or to be filed as exhibits to a Registration Statement which are not described and filed as required;

(ix)This Agreement has been duly authorized, executed and delivered by the Company.

Such counsel may also state that (except as provided in (viii) above) they have not made any independent verification or check, and are not passing upon and do not assume any responsibility for the accuracy, completeness or fairness of the statements contained in the Registration Statement, the Prospectus and the General Disclosure Package but such counsel shall state that they have participated in reviews and discussions in connection with the preparation of the Registration Statement, the Prospectus and the General Disclosure Package prior to the Closing Date, and in the course of such reviews and discussions no facts came to their attention that have caused them to believe that (x) the Registration Statement or any amendment thereto, as of its effective date, contained any untrue statement of a material fact or omitted to state any material fact required to be stated therein or necessary to make the statements therein not misleading, (y) the Prospectus or any amendment or supplement thereto, as of its issue date or as of such Closing Date, contained or contains any untrue statement of a material fact or omitted or omits to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading and (z) the General Disclosure Package, as of the Applicable Time, contained any untrue statement of a material fact or omitted to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; it being understood that such counsel need express no opinion as to the financial statements and schedules or other financial or related statistical data contained in or omitted from the Registration Statements, the Prospectus or the General Disclosure Package.

In rendering the foregoing opinions, such counsel may rely as to matters of fact upon certificates of the officers of the Company and its subsidiaries and, as to matters involving good standing, authorization to do business and other matters within their knowledge, upon certificates of public officials.

(e)The Representatives shall have received an opinion, dated the Closing Date, of Elliot S. Orol, Esq., Senior Vice President, General Counsel and Chief Compliance Officer of the Company, to the effect that:

(i)Each subsidiary of the Company has been duly incorporated and is an existing corporation in good standing under the laws of the jurisdiction of its incorporation, with the requisite corporate power to own its properties and conduct its business as described in the General Disclosure Package; the Company, to the best of his knowledge, and each subsidiary of the Company is duly qualified to do business as a foreign corporation in good standing in all other jurisdictions in which its ownership or lease of property or the conduct of its business requires such qualification, except where the failure to be so qualified would not, individually or in the aggregate, be reasonably expected to have a Material Adverse Effect; all of the issued and outstanding capital stock of each subsidiary of the Company has been duly authorized and validly issued and is fully paid and nonassessable; and, except as disclosed in the General Disclosure Package, the capital stock of each subsidiary owned by the Company, directly or through subsidiaries, is owned free from liens, encumbrances and defects.

(ii)Each Insurance Subsidiary holds such Insurance Licenses as are necessary to the conduct of its business as described in the General Disclosure Package; there is no pending or, to his knowledge, threatened action, suit, proceeding or investigation that would reasonably be expected to result in the revocation, termination or suspension of such Insurance Licenses which would reasonably be expected to have a Material Adverse Effect; and except as disclosed in the General Disclosure Package, to his knowledge no insurance regulatory agency or body has issued,

12

or commenced any proceeding for the issuance of, any order or decree impairing, restricting or prohibiting the payment of dividends by any Insurance Subsidiary to its parent;

(iii)The execution, delivery and performance of the Indenture and this Agreement and the issuance and sale of the Offered Securities as contemplated by this Agreement will not result in a breach or violation of any of the terms and provisions of, or constitute a default under (i) any statute, rule, regulation or order of any governmental agency or body or any court having jurisdiction over any subsidiary of the Company or any of their properties, (ii) any agreement or instrument, to his knowledge, to which any subsidiary is a party or by which any such subsidiary is bound or to which any of the properties of any such subsidiary is subject, or (iii) the charter or by-laws of any such subsidiary except, in the case of clause (ii) as would not, individually or in the aggregate, have a Material Adverse Effect; and

(iv)The statements set forth or incorporated by reference in the Registration Statement, the Prospectus and the General Disclosure Package under the caption, “Business-Legal Proceedings,” insofar as they purport to describe statutes, legal and governmental proceedings and contracts and other documents are accurate in all material respects and fairly present the information required to be shown; and he does not know of any legal or governmental proceedings required to be described in a Registration Statement, the Prospectus or the General Disclosure Package which are not described as required or of any contracts or documents of a character required to be described in a Registration Statement or the General Disclosure Package or to be filed as exhibits to a Registration Statement which are not described and filed as required.

(f)The Representatives shall have received from Dewey Ballantine LLP, counsel for the Underwriters, such opinion or opinions, dated the Closing Date, with respect to the incorporation of the Company, the validity of the Offered Securities delivered on the Closing Date, the Registration Statements, the General Disclosure Package, the Prospectus and other related matters as the Representatives may require, and the Company shall have furnished to such counsel such documents as they request for the purpose of enabling them to pass upon such matters.

(g)The Representatives shall have received a certificate, dated the Closing Date, of the President or any Vice President and a principal financial or accounting officer of the Company in which such officers, to the best of their knowledge after reasonable investigation, shall state that: the representations and warranties of the Company in this Agreement are true and correct; the Company has complied with all agreements and satisfied all conditions on its part to be performed or satisfied hereunder at or prior to the Closing Date; no stop order suspending the effectiveness of any Registration Statement has been issued and no proceedings for that purpose have been instituted or are threatened by the Commission; the Additional Registration Statement (if any) satisfying the requirements of subparagraphs (1) and (3) of Rule 462(b) was filed pursuant to Rule 462(b), including payment of the applicable filing fee in accordance with Rule 111(a) or (b) under the Act, prior to the Applicable Time; and, subsequent to the date of the most recent financial statements in the General Disclosure Package, there has been no material adverse change, nor any development or event involving a prospective material adverse change, in the condition (financial or other), business, properties or results of operations of the Company and its subsidiaries taken as a whole except as set forth in the General Disclosure Package or as described in such certificate and since December 31, 2005 there has not been (i) any material decrease in consolidated total assets (excluding the effects of the decrease due to the mark to market of the Company’s investment portfolio in accordance with Statement of Financial Accounting Standards No. 115 and decreases in reinsurance receivable on paid and unpaid losses and loss adjustment expenses), or (ii) any material decrease in stockholders’ equity, (excluding the effect of any change in accumulated other comprehensive income), or (iii) as compared to the comparable period in the year 2005, any material decreases in total or per share amounts of consolidated net income of the Company and its consolidated subsidiaries.

(h)The Representatives shall have received a letter, dated the Closing Date, of KPMG LLP bringing down the letter of KPMG LLP provided to the Representatives pursuant to subsection (a) of this Section to a date not more than three days prior to the Closing Date, in a form reasonably acceptable to the Representatives and their counsel.

13

The Company will furnish the Representatives with such conformed copies of such opinions, certificates, letters and documents as the Representatives reasonably request. The Representatives may in their sole discretion waive on behalf of the Underwriters compliance with any conditions to the obligations of the Underwriters under this Agreement.

8.Indemnification and Contribution.  (a)  The Company will indemnify and hold harmless each Underwriter, its partners, members, directors and officers and each person, if any who controls such Underwriter within the meaning of Section 15 of the Act, against any losses, claims, damages or liabilities, joint or several, to which such Underwriter may become subject, under the Act or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon any untrue statement or alleged untrue statement of any material fact contained in any Registration Statement, any Statutory Prospectus, the Prospectus, or any amendment or supplement thereto, or any Issuer Free Writing Prospectus or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, and will reimburse each Underwriter for any legal or other expenses reasonably incurred by such Underwriter in connection with investigating or defending any such loss, claim, damage, liability or action as such expenses are incurred; provided, however, that the Company will not be liable in any such case to the extent that any such loss, claim, damage or liability arises out of or is based upon an untrue statement or alleged untrue statement in or omission or alleged omission from any of such documents in reliance upon and in conformity with written information furnished to the Company by any Underwriter through the Representatives specifically for use therein, it being understood and agreed that the only such information furnished by any Underwriter consists of the information described as such in subsection (b) below; and provided, further, that with respect to any untrue statement or alleged untrue statement in or omission or alleged omission from any preliminary prospectus the indemnity agreement contained in this subsection (a) shall not inure to the benefit of any Underwriter from whom the person asserting any such losses, claims, damages or liabilities purchased the Offered Securities concerned, to the extent that a prospectus relating to such Offered Securities was required to be delivered by such Underwriter under the Act in connection with such purchase and any such loss, claim, damage or liability of such Underwriter results from the fact that there was not sent or given to such person, at or prior to the written confirmation of the sale of such Offered Securities to such person, a copy of the Prospectus if the Company had previously furnished copies thereof to such Underwriter.

(b)Each Underwriter will severally and not jointly indemnify and hold harmless the Company, its directors and officers and each person, if any, who controls the Company within the meaning of Section 15 of the Act, against any losses, claims, damages or liabilities to which the Company may become subject, under the Act or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon any untrue statement or alleged untrue statement of any material fact contained in any Registration Statement, any Statutory Prospectus, the Prospectus, or any amendment or supplement thereto, any related preliminary prospectus, or any Issuer Free Writing Prospectus, or arise out of or are based upon the omission or the alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, in each case to the extent, but only to the extent, that such untrue statement or alleged untrue statement or omission or alleged omission was made in reliance upon and in conformity with written information furnished to the Company by such Underwriter through the Representatives specifically for use therein, and will reimburse any legal or other expenses reasonably incurred by the Company in connection with investigating or defending any such loss, claim, damage, liability or action as such expenses are incurred, it being understood and agreed that the only such information furnished by any Underwriter consists of the following information in the Prospectus furnished on behalf of each Underwriter: the concession and reallowance figures appearing in the fourth paragraph under the caption “Underwriting,” the information contained in the first sentence of the fifth paragraph under the caption “Underwriting” and the information contained in the first sentence of the thirteenth paragraph under the caption “Underwriting.”

(c)Promptly after receipt by an indemnified party under this Section 8 of notice of the commencement of any action, such indemnified party will, if a claim in respect thereof is to be made against an indemnifying party under subsection (a) or (b) above, notify the indemnifying party of the commencement thereof; but the failure to notify the indemnifying party shall not relieve it from any

14

liability that it may have under subsection (a) or (b) above except to the extent that it has been materially prejudiced (through the forfeiture of substantive rights or defenses) by such failure; and provided, further, that the failure to notify the indemnifying party shall not relieve it from any liability that it may have to an indemnified party otherwise than under subsection (a) or (b) above.  In case any such action is brought against any indemnified party and it notifies an indemnifying party of the commencement thereof, the indemnifying party will be entitled to participate therein and, to the extent that it may wish, jointly with any other indemnifying party similarly notified, to assume the defense thereof, with counsel satisfactory to such indemnified party (who shall not, except with the consent of the indemnified party (which consent shall not be unreasonably withheld), be counsel to the indemnifying party), and after notice from the indemnifying party to such indemnified party of its election so to assume the defense thereof, the indemnifying party will not be liable to such indemnified party under this Section 8 for any legal or other expenses subsequently incurred by such indemnified party in connection with the defense thereof other than reasonable costs of investigation. No indemnifying party shall, without the prior written consent of the indemnified party, effect any settlement of any pending or threatened action in respect of which any indemnified party is or could have been a party and indemnity could have been sought hereunder by such indemnified party unless such settlement (i) includes an unconditional release of such indemnified party from all liability on any claims that are the subject matter of such action and (ii) does not include a statement as to, or an admission of, fault, culpability or a failure to act by or on behalf of an indemnified party.

(d)If the indemnification provided for in this Section is unavailable or insufficient to hold harmless an indemnified party under subsection (a) or (b) above, then each indemnifying party shall contribute to the amount paid or payable by such indemnified party as a result of the losses, claims, damages or liabilities referred to in subsection (a) or (b) above (i) in such proportion as is appropriate to reflect the relative benefits received by the Company on the one hand and the Underwriters on the other from the offering of the Offered Securities or (ii) if the allocation provided by clause (i) above is not permitted by applicable law, in such proportion as is appropriate to reflect not only the relative benefits referred to in clause (i) above but also the relative fault of the Company on the one hand and the Underwriters on the other in connection with the statements or omissions which resulted in such losses, claims, damages or liabilities as well as any other relevant equitable considerations. The relative benefits received by the Company on the one hand and the Underwriters on the other shall be deemed to be in the same proportion as the total net proceeds from the offering (before deducting expenses) received by the Company bears to the total underwriting discounts and commissions received by the Underwriters. The relative fault shall be determined by reference to, among other things, whether the untrue or alleged untrue statement of a material fact or the omission or alleged omission to state a material fact relates to information supplied by the Company or the Underwriters and the parties’ relative intent, knowledge, access to information and opportunity to correct or prevent such untrue statement or omission. The amount paid by an indemnified party as a result of the losses, claims, damages or liabilities referred to in the first sentence of this subsection (d) shall be deemed to include any legal or other expenses reasonably incurred by such indemnified party in connection with investigating or defending any action or claim which is the subject of this subsection (d). Notwithstanding the provisions of this subsection (d), no Underwriter shall be required to contribute any amount in excess of the amount by which the total price at which the Offered Securities underwritten by it and distributed to the public were offered to the public exceeds the amount of any damages which such Underwriter has otherwise been required to pay by reason of such untrue or alleged untrue statement or omission or alleged omission.  No person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Act) shall be entitled to contribution from any person who was not guilty of such fraudulent misrepresentation. The Underwriters’ obligations in this subsection (d) to contribute are several in proportion to their respective underwriting obligations and not joint.

(e)The obligations of the Company under this Section 8 shall be in addition to any liability which the Company may otherwise have and shall extend, upon the same terms and conditions, to each person, if any, who controls any Underwriter within the meaning of the Act; and the obligations of the Underwriters under this Section shall be in addition to any liability which the respective Underwriters may otherwise have and shall extend, upon the same terms and conditions, to each director of the Company, to each officer of the Company who has signed a Registration Statement and to each person, if any, who controls the Company within the meaning of the Act.

15

9.Default of Underwriters.  If any Underwriter or Underwriters default in their obligations to purchase Offered Securities hereunder on the Closing Date and the aggregate principal amount of Offered Securities that such defaulting Underwriter or Underwriters agreed but failed to purchase does not exceed 10% of the total principal amount of Offered Securities that the Underwriters are obligated to purchase on the Closing Date, the Representatives may make arrangements satisfactory to the Company for the purchase of such Offered Securities by other persons, including any of the Underwriters, but if no such arrangements are made by the Closing Date, the non-defaulting Underwriters shall be obligated severally, in proportion to their respective commitments hereunder, to purchase the Offered Securities that such defaulting Underwriters agreed but failed to purchase on the Closing Date. If any Underwriter or Underwriters so default and the aggregate principal amount of Offered Securities with respect to which such default or defaults occur exceeds 10% of the total principal amount of Offered Securities that the Underwriters are obligated to purchase on the Closing Date and arrangements satisfactory to the Representatives and the Company for the purchase of such Offered Securities by other persons are not made within 36 hours after such default, this Agreement will terminate without liability on the part of any non-defaulting Underwriter or the Company, except as provided in Section 10. As used in this Agreement, the term “Underwriter” includes any person substituted for an Underwriter under this Section. Nothing herein will relieve a defaulting Underwriter from liability for its default.

10.Survival of Certain Representations and Obligations.  The respective indemnities, agreements, representations, warranties and other statements of the Company or its officers and of the several Underwriters set forth in or made pursuant to this Agreement will remain in full force and effect, regardless of any investigation, or statement as to the results thereof, made by or on behalf of any Underwriter, the Company or any of their respective representatives, officers or directors or any controlling person, and will survive delivery of and payment for the Offered Securities.  If this Agreement is terminated pursuant to Section 9 or if for any reason the purchase of the Offered Securities by the Underwriters is not consummated, the Company and the Underwriters shall each remain responsible for the respective expenses to be paid or reimbursed by them pursuant to Section 5 and the respective obligations of the Company and the Underwriters pursuant to Section 8 shall remain in effect, and if any Offered Securities have been purchased hereunder the representations and warranties in Section 2 and all obligations under Section 5 shall also remain in effect. If the purchase of the Offered Securities by the Underwriters is not consummated for any reason other than solely because of the termination of this Agreement pursuant to Section 9 or the occurrence of any event specified in clause (iii), (iv), (vi), (vii) or (viii) of Section 7(c), the Company will reimburse the Underwriters for all out-of-pocket expenses (including reasonable fees and disbursements of counsel) reasonably incurred by them in connection with the offering of the Offered Securities.

11.Notices.  All communications hereunder will be in writing and, if sent to the Underwriters, will be mailed, delivered or faxed and confirmed to the Representatives, c/o Credit Suisse Securities (USA) LLC, Eleven Madison Avenue, New York, N.Y. 10010-3629, Attention: LCB-IBD, (fax no: 212-325-4296) and J.P. Morgan Securities Inc., 270 Park Avenue, 8th Floor, New York, NY 10172, Attention: High Grade Syndicate Desk (fax no. (212) 834-6081) or, if sent to the Company, will be mailed, delivered or faxed and confirmed to it at The Navigators Group, Inc., Reckson Executive Park, 6 International Drive, Rye Brook, N.Y. 10573 Attention: Corporate Secretary (fax no: 914-933-6033); provided, however, that any notice to an Underwriter pursuant to Section 8 will be mailed, delivered or faxed and confirmed to such Underwriter.

12.Successors.  This Agreement will inure to the benefit of and be binding upon the parties hereto and their respective personal representatives and successors and the officers and directors and controlling persons referred to in Section 8, and no other person will have any right or obligation hereunder.

13.Representation.  The Representatives will act for the several Underwriters in connection with the transactions contemplated by this Agreement, and any action under this Agreement taken by the Representatives jointly or by Credit Suisse Securities (USA) LLC or J.P. Morgan Securities Inc. individually will be binding upon all the Underwriters.

16

14.Counterparts.  This Agreement may be executed in any number of counterparts, each of which shall be deemed to be an original, but all such counterparts shall together constitute one and the same Agreement.

15.Absence of Fiduciary Relationship.  The Company acknowledges and agrees that:

(a)the Underwriters have been retained solely to act as underwriters in connection with the sale of the Company’s securities and that no fiduciary, advisory or agency relationship between the Company and the Underwriters have been created in respect of any of the transactions contemplated by this Agreement, irrespective of whether the Underwriters have advised or are advising the Company on other matters;

(b)the price of the Offered Securities set forth in this Agreement was established by the Company following discussions and arms-length negotiations with the Representatives and the Company is capable of evaluating and understanding and understands and accepts the terms, risks and conditions of the transactions contemplated by this Agreement;

(c)it has been advised that the Underwriters and their affiliates are engaged in a broad range of transactions which may involve interests that differ from those of the Company and that the Underwriters have no obligation to disclose such interests and transactions to the Company by virtue of any fiduciary, advisory or agency relationship; and

(d)it waives, to the fullest extent permitted by law, any claims it may have against the Underwriters for breach of fiduciary duty or alleged breach of fiduciary duty and agrees that the Underwriters shall have no liability (whether direct or indirect) to the Company in respect of such a fiduciary duty claim or to any person asserting a fiduciary duty claim on behalf of or in right of the Company, including stockholders, employees or creditors of the Company.

16.Applicable Law. This Agreement shall be governed by, and construed in accordance with, the laws of the State of New York, without regard to principles of conflicts of laws.

The Company hereby submits to the non-exclusive jurisdiction of the Federal and state courts in the Borough of Manhattan in The City of New York in any suit or proceeding arising out of or relating to this Agreement or the transactions contemplated hereby.

17

If the foregoing is in accordance with the Representatives’ understanding of our agreement, kindly sign and return to the Company one of the counterparts hereof, whereupon it will become a binding agreement among the Company and the several Underwriters in accordance with its terms.

Very truly yours,
THE NAVIGATORS GROUP, INC.
	By	/s/ Elliot S. Orol
		Name: Elliot S. Orol
		Title: Senior Vice President and General Counsel

The foregoing Underwriting Agreement is hereby confirmed and accepted as of the date first above written.
	CREDIT SUISSE SECURITIES (USA) LLC
	J.P. MORGAN SECURITIES INC.
	Acting on behalf of themselves and as the Representatives of the several Underwriters.
	By CREDIT SUISSE SECURITIES (USA) LLC
		By	/s/ Sharon Harrison
			Name:	Sharon Harrison
			Title:	Director

18

SCHEDULE A

Underwriter	Principal Amount
Credit Suisse Securities (USA) LLC	$	53,125,000
J.P. Morgan Securities Inc.	53,125,000
Keefe, Bruyette & Woods, Inc.	6,250,000
LaSalle Financial Services, Inc.	12,500,000
Total	$	125,000,000

SCHEDULE B

GENERAL USE ISSUER FREE WRITING PROSPECTUS

Final Term Sheet Entitled:$125,000,000 10-Year Navigators 7.000% Senior Notes Due May 1, 2016 Final Terms and Conditions

EXHIBIT A

[FORM OF KPMG LLP LETTER PURSUANT TO SECTION 7(a)]

EX-4.1

Exhibit 4.1

THE NAVIGATORS GROUP, INC.

AND

JPMORGAN CHASE BANK, N.A., as Trustee

FIRST SUPPLEMENTAL INDENTURE TO
INDENTURE DATED AS OF APRIL 17, 2006

SENIOR DEBT SECURITIES

Dated as of April 17, 2006

7% Senior Notes due May 1, 2016

TABLE OF CONTENTS

			Page
ARTICLE I	RELATION TO INDENTURE; DEFINITIONS		2
Section 1.1.		Relation to Indenture	2
Section 1.2.		Definitions	2
ARTICLE II	THE SERIES OF SECURITIES		5
Section 2.1.		Designation	5
Section 2.2.		Limitation on Aggregate Principal Amount	5
Section 2.3.		Principal Payment Date	5
Section 2.4.		Interest and Interest Rates	5
Section 2.5.		Place of Payment	6
Section 2.6.		Denomination	6
Section 2.7.		Currency	6
Section 2.8.		Form of 7% Senior Notes; Global Form.	6
Section 2.9.		Registrar and Paying Agent for the 7% Senior Notes	7
Section 2.10.		Sinking Fund Obligations	7
Section 2.11.		Legal Defeasance and Covenant Defeasance	7
Section 2.12.		Optional Redemption.	7
Section 2.13.		Payment of Taxes	8
Section 2.14.		Limitation on Liens on Stock of Significant Subsidiaries	8
Section 2.15.		Limitations on Issue or Disposition of Common Stock of Significant Subsidiaries	9
Section 2.16.		Events of Default	9
Section 2.17.		Immediately Available Funds	10
ARTICLE III	MISCELLANEOUS PROVISIONS		10
Section 3.1.		Trustee Not Responsible For Recitals	10
Section 3.2.		Adoption, Ratification and Confirmation	10
Section 3.3.		Separability	10
Section 3.4.		Counterparts	10
Section 3.5.		GOVERNING LAW	10

EXHIBIT A:  Form of 7% Senior Note due May 1, 2016

i

THE NAVIGATORS GROUP, INC.

FIRST SUPPLEMENTAL INDENTURE TO
INDENTURE DATED AS OF APRIL 17, 2006

$125,000,000

7% Senior Notes due May 1, 2016

FIRST SUPPLEMENTAL INDENTURE, dated as of April 17, 2006 (this “First Supplemental Indenture”) between THE NAVIGATORS GROUP, INC., a Delaware corporation (the “Company”), and JPMORGAN CHASE BANK, N.A., a national banking association, as Trustee (the “Trustee”) under the Indenture dated as of April 17, 2006 (the “Indenture”) between the Company and the Trustee.

RECITALS

WHEREAS, the Company executed and delivered the Indenture to the Trustee to provide, among other things, for unsecured debentures, notes or other evidences of indebtedness to be issued by the Company from time to time in one or more series under the Indenture;

WHEREAS, Section 2.02 of the Indenture provides for various matters with respect to any series of Securities issued under the Indenture to be established in an indenture supplemental to the Indenture.

WHEREAS, Section 9.01(g) of the Indenture provides for the Company and the Trustee to enter into an indenture supplemental to the Indenture to establish the form and terms and conditions of Securities of any series as provided by Sections 2.01 and 2.02 of the Indenture.

WHEREAS, the Board of Directors of the Company has duly adopted resolutions authorizing the Company to execute and deliver this First Supplemental Indenture;

WHEREAS, pursuant to the terms of the Indenture, the Company desires to enter into this First Supplemental Indenture to provide for the establishment of a new series of its Securities to be known as its 7% Senior Notes due May 1, 2016  (the “7% Senior Notes”); and

WHEREAS, the Company has requested that the Trustee execute and deliver this First Supplemental Indenture and all things necessary to make (i) this First Supplemental Indenture a valid instrument in accordance with its terms, and (ii) the 7% Senior Notes, when executed by the Company and authenticated and delivered by the Trustee, the valid obligations of the Company, have been done.

NOW THEREFORE, in consideration of the purchase and acceptance of the 7% Senior Notes by the Holders thereof, and for the purpose of setting forth, as provided in

the Indenture, the form and terms of the 7% Senior Notes, the Company covenants and agrees with the Trustee as follows:

ARTICLE I

RELATION TO INDENTURE; DEFINITIONS

Section 1.1.Relation to Indenture.  This First Supplemental Indenture constitutes an integral part of the Indenture.

Section 1.2.Definitions.  For all purposes of this First Supplemental Indenture:

(a)a term defined in the Indenture has the same meaning when used in this First Supplemental Indenture unless the definition of such term is amended and supplemented pursuant to this First Supplemental Indenture;

(b)a term defined anywhere in this First Supplemental Indenture has the same meaning throughout;

(c)the singular includes the plural and vice versa;

(d)a reference to a Section or Article is to a Section or Article of this First Supplemental Indenture, unless otherwise indicated;

(e)headings are for convenience of reference only and do not affect interpretation;

(f)the terms “herein,” “hereof,” “hereunder” and other words of similar import refer to this First Supplemental Indenture; and

(g)the following terms have the meanings given to them in this Section 1.2(g):

“Comparable Treasury Issue,” means the United States Treasury security selected by an Independent Investment Banker as having a maturity comparable to the remaining term of the 7% Senior Notes to be redeemed that would be utilized, at the time of selection and in accordance with customary financial practice, in pricing new issues of corporate debt securities of comparable maturity to the remaining term of such 7% Senior Notes (“Remaining Life”).

“Comparable Treasury Price,” means, with respect to any Redemption Date, (i) the average of five Reference Treasury Dealer Quotations for such Redemption Date, after excluding the highest and lowest Reference Treasury Dealer Quotations, or (ii) if the Independent Investment Banker obtains fewer than four such Reference Treasury Dealer Quotations, the average of all such quotations.

2

“Credit Facility,” means the Second Amended and Restated Credit Agreement among The Navigators Group, Inc., as Borrower, JPMorgan Chase Bank, N.A., as Administrative Agent, and a syndicate of lenders, dated as of January 31, 2005.

“Depositary,” means The Depository Trust Company, New York, New York, or any successor thereto registered as a clearing agency pursuant to the provisions of Section 17A of the Securities Exchange Act of 1934, as amended, or other applicable statute or regulation.

“Fair Value,” when used with respect to common stock, means the fair value thereof as determined in good faith by the Board of Directors.

“Indebtedness,” of any Person means the principal of and premium, if any, and interest due on indebtedness of such Person, whether outstanding on the date of this First Supplemental Indenture or thereafter created, incurred or assumed, which is (a) indebtedness for money borrowed, and (b) any amendments, renewals, extensions, modifications and refundings of any such indebtedness.  For the purposes of this definition, “indebtedness for money borrowed” means (i) any obligation of, or any obligation guaranteed by, such Person for the repayment of borrowed money, whether or not evidenced by bonds, debentures, notes or other written instruments, (ii) any obligation of, or any such obligation guaranteed by, such Person evidenced by bonds, debentures, notes or similar written instruments, including obligations assumed or incurred in connection with the acquisition of property, assets or businesses (provided, however, that the deferred purchase price of any other business or property or assets shall not be considered Indebtedness if the purchase price thereof is payable in full within 90 days from the date on which such indebtedness was created), and (iii) any obligations of such Person as lessee under leases required to be capitalized on the balance sheet of the lessee under generally accepted accounting principles and leases of property or assets made as part of any Sale and Lease-Back Transaction to which such Person is a party.

“Independent Investment Banker,” means either Credit Suisse Securities (USA) LLC or J.P. Morgan Securities Inc., as specified by the Company, or, if these firms are unwilling or unable to select the Comparable Treasury Issue, an independent investment banking institution of national standing appointed by the Company.

“Redemption Date,” with respect to any 7% Senior Note or portion thereof to be redeemed, means the date fixed for such redemption by or pursuant to this First Supplemental Indenture or such 7% Senior Note.

“Redemption Price,” with respect to any 7% Senior Note or portion thereof to be redeemed, means the price at which it is to be redeemed as determined by or pursuant to this First Supplemental Indenture or such 7% Senior Note.

“Reference Treasury Dealer,” means (i) each of Credit Suisse Securities (USA) LLC and J.P. Morgan Securities Inc. and their respective successors; provided, however, that, if any of the foregoing ceases to be a primary U.S. Government securities

3

dealer in New York City (a “Primary Treasury Dealer”), the Company shall substitute therefor another Primary Treasury Dealer and (ii) any three other Primary Treasury Dealers selected by the Company after consultation with the Independent Investment Banker.

“Reference Treasury Dealer Quotations,” means, with respect to each Reference Treasury Dealer and any Redemption Date, the average, as determined by the Independent Investment Banker, of the bid and asked prices for the Comparable Treasury Issue (expressed in each case as a percentage of its principal amount) quoted in writing to the Independent Investment Banker at 5:00 p.m., New York City time, on the third Business Day preceding such Redemption Date.

“Regular Record Date,” for the interest payable on the 7% Senior Notes on any Interest Payment Date means the date specified in the 7% Senior Notes as the “record date.”

“Sale and Lease-Back Transaction” means any arrangement with any Person providing for the leasing by the Company or any Subsidiary of the Company of any property (except for temporary leases for a term, including any renewal thereof of not more than one year and except for leases between the Company and a Subsidiary or between Subsidiaries of the Company), which property has been or is to be sold or transferred by the Company or such Subsidiary to such Person.

“Significant Subsidiary,” means a Subsidiary which meets any of the following conditions (i) the Company and the Company’s other Subsidiaries’ investments in and advances to the Subsidiary exceed ten percent of the Company’s and the Company’s Subsidiaries’ total assets as of the end of the Company’s most recently completed fiscal year; (ii) the Company and the Company’s other Subsidiaries’ proportionate share of the Subsidiary’s total assets exceed ten percent of the Company’s and the Company’s Subsidiaries’ total assets as of the end of the Company’s most recently completed fiscal year; or (iii) the Company and the Company’s other Subsidiaries’ equity in the Subsidiary’s income from continuing operations before income taxes, extraordinary items and cumulative effect of a change in accounting principles exceeds ten percent of the Company’s and the Company’s Subsidiaries’ income from continuing operations before income taxes, extraordinary items and cumulative effect of a change in accounting principles for the Company’s most recently completed fiscal year.

“Special Record Date,” for the payment of any defaulted interest on the 7% Senior Notes means a special record date fixed by the Company pursuant to Section 2.14 of the Indenture.

“Treasury Rate,” means, with respect to any Redemption Date: (i) the yield, under the heading which represents the average for the immediately preceding week, appearing in the most recently published statistical release designated “H.15(519)” or any successor publication which is published weekly by the Board of Governors of the Federal Reserve System and which establishes yields on actively traded U.S. Treasury

4

securities adjusted to constant maturity under the caption “Treasury Constant Maturities,” for the maturity corresponding to the Comparable Treasury Issue (if no maturity is within three months before or after the Remaining Life, yields for the two published maturities most closely corresponding to the Comparable Treasury Issue will be determined and the Treasury Rate will be interpolated or extrapolated from such yields on a straight line basis, rounding to the nearest month) or (ii) if such release (or any successor release) is not published during the week preceding the calculation date or does not contain such yields, the rate per annum equal to the semiannual equivalent yield to maturity of the Comparable Treasury Issue, calculated using a price for the Comparable Treasury Issue (expressed as a percentage of its principal amount) equal to the Comparable Treasury Price for such Redemption Date.  The Treasury Rate will be calculated on the third Business Day preceding the Redemption Date.

ARTICLE II

THE SERIES OF SECURITIES

Section 2.1.Designation.  There shall be a series of Securities designated the “7% Senior Notes due May 1, 2016.”

Section 2.2.Limitation on Aggregate Principal Amount.  The aggregate principal amount of the 7% Senior Notes shall initially be limited to $125,000,000.  The Company may, without the consent of the Holders of the 7% Senior Notes, issue additional Securities having the same interest rate, maturity date and other terms as the 7% Senior Notes initially issued hereunder.  Any such additional Securities, together with the 7% Senior Notes initially issued hereunder, will constitute a single series of Securities under the Indenture.  No additional Securities may be issued if an Event of Default under the Indenture has occurred and is continuing.

Section 2.3.Principal Payment Date.  The principal amount of the 7% Senior Notes outstanding (together with any accrued and unpaid interest) shall be payable in a single installment on May 1, 2016, which date shall be the Stated Maturity of the 7% Senior Notes outstanding.

Section 2.4.Interest and Interest Rates.  The rate of interest on each 7% Senior Note shall be 7% per annum, accruing from April 17, 2006, or from the most recent interest payment date to which interest has been paid or duly provided for, payable semiannually in arrears on May 1 and November 1 of each year commencing November 1, 2006 (each such date, an “Interest Payment Date”) until the principal thereof shall have become due and payable, and until the principal thereof is paid or duly provided for or made available for payment.  The amount of interest payable on any Interest Payment Date shall be computed on the basis of a 360-day year of twelve 30-day months.  The amount of interest payable for any partial period shall be computed on the basis of the actual number of days elapsed in a 360-day year of twelve 30-day months.  In the event that any date on which interest is payable on any 7% Senior Note is not a Business Day, then payment of interest payable on such date will be made on the next succeeding day that is a Business Day (and without any interest or other payment in respect of any such

5

delay).  The interest installment so payable in respect of any 7% Senior Note, and punctually paid or duly provided for, on any Interest Payment Date will, as provided in the Indenture, be paid to the Person in whose name such 7% Senior Note is registered at the close of business on April 15 or October 15 (whether or not a Business Day) immediately preceding such Interest Payment Date.  Any such interest installment not so punctually paid or duly provided for in respect of any 7% Senior Note shall forthwith cease to be payable to the Holder on such Regular Record Date and shall be paid to the Person in whose name such 7% Senior Note is registered at the close of business on a Special Record Date to be fixed by the Company for the payment of such defaulted interest, notice whereof shall be given to the Holders of the 7% Senior Notes not less than 15 days prior to such Special Record Date.

Section 2.5.Place of Payment.  The Place of Payment where the 7% Senior Notes may be presented or surrendered for payment, where the 7% Senior Notes may be surrendered for registration of transfer or exchange and where notices and demand to or upon the Company in respect of the 7% Senior Notes and the Indenture may be served shall be the Corporate Trust Officeof the Trustee.

Section 2.6.Denomination.  The 7% Senior Notes shall be issuable in registered form without coupons in denominations of $2,000 or integral multiples of $1,000 in excess thereof.

Section 2.7.Currency.  Principal, premium, if any, and interest on the 7% Senior Notes shall be payable in such coin or currency of the United States of America that at the time of payment is legal tender for payment of public and private debts.

Section 2.8.Form of 7% Senior Notes; Global Form.

(a)The 7% Senior Notes shall be substantially in the form attached as Exhibit A hereto. The terms and provisions contained in the form of 7% Senior Notes set forth in Exhibit A shall constitute, and are hereby expressly made, a part of the Indenture as supplemented by this First Supplemental Indenture.

Any of the 7% Senior Notes may have such letters, numbers or other marks of identification and such notations, legends, endorsements or changes as the officers executing the same may approve (execution thereof to be conclusive evidence of such approval) and as are not inconsistent with the provisions of the Indenture as supplemented by this First Supplemental Indenture, or as may be required by the Depositary or as may be required to comply with any applicable law or with any rule or regulation made pursuant thereto, or to conform to usage, or to indicate any special limitations or restrictions to which any particular 7% Senior Notes are subject.

(b)So long as any 7% Senior Notes are eligible for book-entry settlement with the Depositary, or unless otherwise required by law, or otherwise contemplated by Section 2.08 of the Indenture, all of the 7% Senior Notes shall be represented by one or more Securities in global form registered in the name of the

6

Depositary or the nominee of the Depositary (each and collectively, the “Global Note”).  The transfer and exchange of beneficial interests in any such Global Note shall be effected through the Depositary in accordance with the Indenture and the applicable procedures of the Depositary.  Except as provided in Section 2.08 of the Indenture, beneficial owners of a Global Note shall not be entitled to have certificates registered in their names, will not receive or be entitled to receive physical delivery of certificates in definitive form and will not be considered Holders of such Global Note.

(c)Any Global Note shall represent such of the outstanding 7% Senior Notes as shall be specified therein and shall provide that it shall represent the aggregate amount of outstanding 7% Senior Notes from time to time endorsed thereon and that the aggregate amount of outstanding 7% Senior Notes represented thereby may from time to time be increased or reduced to reflect redemptions, transfers or exchanges permitted hereby.  Any endorsement of a Global Note to reflect the amount of any increase or decrease in the amount of outstanding 7% Senior Notes represented thereby shall be made by the Trustee in such manner and upon instructions given by the Holder of such 7% Senior Notes in accordance with the Indenture.  Payment of principal of and interest and premium, if any, on any Global Note shall be made to the Holder of such 7% Senior Note.

Section 2.9.Registrar and Paying Agent for the 7% Senior Notes.  The Trustee shall serve initially as Registrar and Paying Agent for the 7% Senior Notes.

Section 2.10.Sinking Fund Obligations.  The Company has no obligation to redeem or purchase any 7% Senior Notes pursuant to any sinking fund or analogous requirement or upon the happening of a specified event or at the option of a Holder thereof.

Section 2.11.Legal Defeasance and Covenant Defeasance.  The provisions of Section 8.02 of the Indenture (relating to legal defeasance) and Section 8.03 (relating to covenant defeasance) shall apply to the 7% Senior Notes.

Section 2.12.Optional Redemption.

(a)The Company may redeem the 7% Senior Notes, in whole or in part, at any time at a Redemption Price equal to the greater of (i) 100% of the principal amount of the 7% Senior Notes then outstanding to be redeemed or (ii) an amount, as determined by an Independent Investment Banker, equal to the sum of the present values of the remaining scheduled payments of principal of and interest on the 7% Senior Notes to be redeemed (not including any portion of such payments of interest accrued as of the Redemption Date) discounted to the Redemption Date on a semiannual basis (assuming a 360-day year consisting of twelve 30-day months) at the applicable Treasury Rate, plus 40 basis points, plus, in either of the above cases, accrued and unpaid interest thereon to, but not including, the Redemption Date.

(b)If less than all of the 7% Senior Notes are to be redeemed, the Trustee will select, by such method as it will deem fair and appropriate, including pro

7

rata or by lot, the 7% Senior Notes to be redeemed in whole or in part; provided, that no 7% Senior Notes having a principal amount of $2,000 or less shall be redeemed in part; and provided, further, that 7 % Senior Notes and portions of 7% Senior Notes selected for redemption shall be in principal amounts of $2,000 or integral multiples of $1,000 in excess thereof.

(c)Unless the Company defaults in payment of the Redemption Price, on and after the Redemption Date, interest will cease to accrue on the 7% Senior Notes or portions thereof called for redemption.

(d)Notwithstanding Section 3.03 of the Indenture, any notice to Holders of the foregoing redemption need not set forth the Redemption Price but only the manner of calculation thereof.  Promptly after the Company calculates the Redemption Price,  the Company shall give the Trustee notice thereof and the Trustee shall have no responsibility for calculating the Redemption Price.

Section 2.13.Payment of Taxes.  The following covenant shall be solely for the benefit of the Holders of the 7% Senior Notes.  The Company will pay or discharge or cause to be paid or discharged, before the same shall become delinquent, all taxes, assessments and governmental charges levied or imposed upon the Company or any Subsidiary of the Company or upon the income, profits or property of the Company or any Subsidiary of the Company, and lawful claims for labor, materials and supplies, which, if unpaid, might by law become a lien upon the property of the Company or any such Subsidiary; provided, however, that the Company shall not be required to pay or discharge or cause to be paid or discharged any such tax, assessment, governmental charge or claim whose amount, applicability or validity is being contested in good faith by appropriate proceedings.

Section 2.14.Limitation on Liens on Stock of Significant Subsidiaries.  The following covenant shall be solely for the benefit of the Holders of the 7% Senior Notes.  Except for the lien on the shares of Navigators Insurance Company common stock under the Credit Facility, or any amendment, extension or replacement thereof, including replacements in the form of other instruments, facilities or structures that are used primarily to support the Company’s participation in the Lloyd’s of London market through Subsidiaries of the Company which are Lloyd’s corporate members, the Company will not, and it will not permit any Subsidiary of the Company to create, assume, incur or permit to exist any Indebtedness secured by a pledge, lien or other encumbrance (any pledge, lien or other encumbrance being hereinafter in this Section referred to as a “lien”) on the voting securities of any Significant Subsidiary or any Subsidiary succeeding to any substantial part of the business of the Company now conducted by any Significant Subsidiary, or the voting securities of a Subsidiary that owns, directly or indirectly, the voting securities of any of the Significant Subsidiaries or any Subsidiary succeeding to any substantial part of the business of the Company now conducted by any Significant Subsidiary without making effective provision whereby the 7% Senior Notes then outstanding (and, if the Company so elects, any other Indebtedness of the Company that is not subordinate to the 7% Senior Notes and with respect to which the governing instruments require, or pursuant to which the Company is otherwise

8

obligated or required, to provide such security) shall be equally and ratably secured with such secured Indebtedness so long as such other Indebtedness shall be secured.  For the purposes of this covenant, “voting securities” means capital stock or other equity interests which ordinarily have voting power for the election of directors, managers or trustees of a Subsidiary, whether at all times or only so long as no senior class of capital stock or equity interest has such voting power by reason of any contingency.

If the Company shall hereafter be required to secure the 7% Senior Notes equally and ratably with any other Indebtedness pursuant to this Section, (i) the Company will promptly deliver to the Trustee an Officers’ Certificate stating that the foregoing covenant has been complied with, and an Opinion of Counsel stating that in the opinion of such counsel the foregoing covenant has been complied with and that any instruments executed by the Company or any Subsidiary of the Company in the performance of the foregoing covenant comply with the requirements of the foregoing covenant and (ii) the Trustee is hereby authorized to enter into an indenture or agreement supplemental hereto in form satisfactory to the Trustee in order to provide for such security.

Section 2.15.Limitations on Issue or Disposition of Common Stock of Significant Subsidiaries.  The following covenant shall be solely for the benefit of the Holders of the 7% Senior Notes.  As long as any of the 7% Senior Notes remain outstanding, the Company will not, and will not permit any Subsidiary of the Company to, issue, sell, assign, transfer or otherwise dispose of, directly or indirectly, any of the common stock of any Significant Subsidiary (except to the Company or to one or more Subsidiaries of the Company or for the purpose of qualifying directors); provided, however, that this covenant shall not apply if (i) the issuance, sale, assignment, transfer or other disposition is required to comply with the order of a court or regulatory authority of competent jurisdiction, other than an order issued at the request of the Company or one of its Subsidiaries; (ii) the entire common stock of a Significant Subsidiary then owned by the Company or by its Subsidiaries is disposed of in a single transaction or in a series of related transactions for consideration consisting of cash or other property which is at least equal to the Fair Value of such common stock; or (iii) after giving effect to the issuance, sale, assignment, transfer or other disposition, the Company and its Subsidiaries would own directly or indirectly at least 80% of the issued and outstanding common stock of such Significant Subsidiary and such issuance, sale, assignment, transfer or other disposition is made for consideration consisting of cash or other property which is at least equal to the Fair Value of such common stock.

Section 2.16.Events of Default.  In addition to the Events of Default set forth in Section 6.01 of the Indenture, the occurrence of the following shall be an Event of Default with respect to the 7% Senior Notes:

(a)any event of default as defined in any mortgage, indenture or instrument under which there may be issued, or by which there may be secured or evidenced, any Indebtedness of the Company (including an Event of Default under any other series of Securities), whether such Indebtedness now exists or shall hereafter be created or incurred, shall happen and shall consist of default in the payment of more than $50,000,000 in principal amount of such Indebtedness at the maturity thereof (after

9

giving effect to any applicable grace period) or shall result in such Indebtedness in principal amount in excess of $50,000,000 becoming or being declared due and payable prior to the date on which it would otherwise become due and payable, and such default shall not be cured or such acceleration shall not be rescinded or annulled within a period of 30 days after there shall have been received by the Company from the Trustee, or by the Company and the Trustee from the Holders of at least 25% in aggregate principal amount of the 7% Senior Notes then outstanding, a Notice of Default (as defined in the Indenture) with respect to the foregoing Default;

Section 2.17.Immediately Available Funds.  All payments of principal, premium, if any, and interest on Global Notes shall be made in immediately available funds.

ARTICLE III

MISCELLANEOUS PROVISIONS

Section 3.1.Trustee Not Responsible For Recitals.  The recitals herein contained are made by the Company and not by the Trustee, and the Trustee assumes no responsibility for the correctness thereof.  The Trustee makes no representation as to the validity or sufficiency of this First Supplemental Indenture.

Section 3.2.Adoption, Ratification and Confirmation.  The Indenture, as supplemented and amended by this First Supplemental Indenture, is in all respects hereby adopted, ratified and confirmed.

Section 3.3.Separability.  In case any one or more of the provisions contained in this First Supplemental Indenture or in the 7% Senior Notes shall for any reason be held to be invalid, illegal or unenforceable in any respect, such invalidity, illegality or unenforceability shall not affect any other provisions of this First Supplemental Indenture or of the 7% Senior Notes, but this First Supplemental Indenture and the 7% Senior Notes shall be construed as if such invalid or illegal or unenforceable provision had never been contained herein or therein.

Section 3.4.Counterparts.  This First Supplemental Indenture may be executed in any number of counterparts, each of which shall be an original, but such counterparts shall together constitute but one and the same instrument.

Section 3.5.GOVERNING LAW.  THIS FIRST SUPPLEMENTAL INDENTURE AND EACH 7% SENIOR NOTE SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK, EXCEPT AS MAY OTHERWISE BE REQUIRED BY MANDATORY PROVISIONS OF LAW.

10

IN WITNESS WHEREOF, the parties hereto have caused this First Supplemental Indenture to be duly executed as of the day and year first above written.

THE NAVIGATORS GROUP, INC.
By:
	Name:
	Title:
JPMORGAN CHASE BANK, N.A., as Trustee
By:
	Name:
	Title:

11

EXHIBIT A

(FACE OF NOTE)

 7% Senior Note due May 1, 2016

[Unless this certificate is presented by an authorized representative of The Depository Trust Company, a New York corporation (“DTC”), to Issuer or its agent for registration of transfer, exchange, or payment, and any certificate issued is registered in the name of Cede & Co. or in such other name as is requested by an authorized representative of DTC (and any payment is made to Cede & Co. or to such other entity as is requested by an authorized representative of DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL inasmuch as the registered owner hereof, Cede & Co., has an interest herein.]^*

CUSIP No. 638904 AA 0	$
No.

THE NAVIGATORS GROUP, INC., promises to pay to [CEDE & CO.]* or registered assigns, the principal sum of                          DOLLARS [or such other principal sum as set forth in the Schedule of Exchanges of Interests in the Global Note attached hereto]* on May 1, 2016.

Interest Payment Dates:May 1 and November 1 of each year commencing November 1, 2006.

Regular Record Dates:        the close of business on April 15 or October 15 (whether or not a Business Day).

THE NAVIGATORS GROUP, INC.
By:
	Name:
	Title:

This is one of the Securities of the series designated therein referred to in the within-mentioned Indenture.

Dated:

JPMORGAN CHASE BANK, N.A., as Trustee
By:
	Authorized Officer

* Insert in Global Notes.

A-1

(BACK OF NOTE)

7% Senior Note due May 1, 2016

Capitalized terms used herein have the meanings assigned to them in the Indenture referred to below unless otherwise indicated.

1.Interest.   The Navigators Group, Inc., a Delaware corporation (the “Company”), promises to pay interest on the principal amount of this Note at the rate of 7% per annum from April 17, 2006 until maturity. The Company will pay interest semiannually on May 1 and November 1 of each year (each an “Interest Payment Date”). Interest on the Notes will accrue from the most recent date to which interest has been paid or duly provided for or, if no interest has been paid or duly provided for, from the date of original issuance thereof; provided, that if there is no existing Default in the payment of interest, and if this Note is authenticated between a Regular Record Date referred to on the face hereof and the next succeeding Interest Payment Date, interest shall accrue from such next succeeding Interest Payment Date; provided, further, that the first Interest Payment Date shall be November 1, 2006. The Company shall pay interest (including post-petition interest in any proceeding under any Bankruptcy Law) on overdue installments of interest (without regard to any applicable grace periods) from time to time on demand at the same rate to the extent lawful.  The amount of interest payable on any Interest Payment Date shall be computed on the basis of a 360-day year of twelve 30-day months.  The amount of interest payable for any partial period shall be computed on the basis of the actual number of days elapsed in a 360-day year of twelve 30-day months.

2.Method of Payment.  The Company will pay interest on the Notes (except defaulted interest) to the Persons who are registered Holders of Notes at the close of business on the April 15 or October 15  (whether or not a Business Day) next preceding the Interest Payment Date, even if such Notes are canceled after such Regular Record Date and on or before such Interest Payment Date, except as provided in Section 2.14 of the Indenture with respect to defaulted interest. The Notes will be payable as to principal, premium, if any, and interest at the office or agency of the Company maintained for such purpose within the State of New York; provided, that payment by wire transfer of immediately available funds will be required with respect to principal of and interest and premium on, all Global Notes and all other Notes the Holders of which shall have provided wire transfer instructions to the Company and the Paying Agent at least 15 days prior to the applicable payment date. Such payment shall be in such coin or currency of the United States of America as at the time of payment is legal tender for payment of public and private debts.

3.Paying Agent and Registrar.  Initially, JPMorgan Chase Bank, N.A., the Trustee under the Indenture, will act as Paying Agent and Registrar. The Company may change any Paying Agent or Registrar without notice to any Holder. The Company may act in any such capacity.

4.Indenture.  The Company issued the Notes under a Senior Indenture dated as of April 17, 2006 between the Company and the Trustee. The terms of the Notes include those stated in the Indenture and in a First Supplemental Indenture dated as of April 17, 2006 (collectively herein called the “Indenture”), and those terms made part of the Indenture by reference to the Trust Indenture Act of 1939, as amended (the “TIA”). The Notes are subject to all such terms, and Holders are referred to the Indenture and the TIA for a statement of such terms. The Notes are general obligations of the Company. “Notes” means this Note and all other Notes of the series of

A-2

which this Note is a part. The Notes are “Securities” within the meaning of the Indenture, and references in the Indenture to “Securities” (including terms such as “Global Securities”) include the Notes (and any “Global Notes” as used herein).

5.Optional Redemption.

(a)The Company may redeem the Notes, in whole or in part, at any time at a Redemption Price equal to the greater of (i) 100% of the principal amount of the Notes then outstanding to be redeemed or (ii) an amount, as determined by an Independent Investment Banker, equal to the sum of the present values of the remaining scheduled payments of principal of and interest on the Notes to be redeemed (not including any portion of such payments of interest accrued as of the Redemption Date) discounted to the Redemption Date on a semiannual basis (assuming a 360-day year consisting of twelve 30-day months) at the applicable Treasury Rate, plus 40 basis points, plus, in either of the above cases, accrued and unpaid interest thereon to, but not including, the Redemption Date.

(b)If less than all of the Notes are to be redeemed, the Trustee will select, by such method as it will deem fair and appropriate, including pro rata or by lot, the Notes to be redeemed in whole or in part; provided, that no Notes having a principal amount of $2,000 or less shall be redeemed in part; and provided, further, that Notes and portions of Notes selected for redemption shall be in principal amounts of $2,000 or integral multiples of $1,000 in excess thereof.

(c)Unless the Company defaults in payment of the Redemption Price, on and after the Redemption Date, interest will cease to accrue on the Notes or portions thereof called for redemption.

6.Mandatory Redemption.  The Company shall not be required to make mandatory redemption or sinking fund payments with respect to the Notes.

7.Notice of Redemption.  At least 30 days but not more than 60 days before a Redemption Date, the Company shall mail a notice of redemption by first-class mail, postage prepaid, to each Holder of Notes to be redeemed.  On and after the Redemption Date interest ceases to accrue on Notes or portions thereof called for redemption.

8.Denomination, Transfer, Exchange.  The Notes are in registered form without coupons in denominations of $2,000or integral multiples of $1,000 in excess thereof. The transfer of Notes may be registered and Notes may be exchanged as provided in the Indenture. The Registrar and the Trustee may require a Holder, among other things, to furnish appropriate endorsements and transfer documents and the Company may require a Holder to pay any taxes and fees required by law or permitted by the Indenture. The Company need not transfer or exchange any Note selected for redemption, except for the unredeemed portion of any Note being redeemed in part. Also, it need not transfer or exchange any Note for a period of 15 days before the mailing of a notice of redemption.

9.Persons Deemed Owners.  The registered Holder of a Note may be treated as its owner for all purposes, except as provided in the Indenture.

A-3

10.Amendment, Supplement and Waiver.  Subject to certain exceptions, the Indenture or the Notes may be amended or supplemented with the consent of the Holders of a majority in principal amount of the then outstanding Notes and other series of Securities affected (treating the Notes and such other series as a single class), and any existing default or compliance with any provision of the Indenture or the Notes may be waived with the consent of the Holders of a majority in principal amount of the then outstanding Notes and other series of Securities affected (treating the Notes and such other series as a single class). Without the consent of any Holder of a Note, the Indenture or the Notes may be amended or supplemented to cure any ambiguity, defect or inconsistency, to provide for uncertificated Notes in addition to or in place of certificated Notes, to provide for the assumption of the Company’s obligations to Holders of the Notes in case of a merger, consolidation or certain other events, to make any change that would provide any additional rights or benefits to the Holders of the Notes or that does not adversely affect in any material respect the interests under the Indenture of any such Holder, or to comply with the requirements of the SEC in order to effect or maintain the qualification of the Indenture under the TIA.

11.Defaults and Remedies.  Each of the following constitutes an Event of Default with respect to the Notes: (i) default by the Company in the payment of interest on the Notes when the same becomes due and payable and default continues for a period of 30 days; (ii) default by the Company in the payment of the principal of or premium, if any, on the Notes when the same becomes due and payable at maturity, upon redemption or otherwise; (iii) failure by the Company to comply with Section 5.01 of the Indenture; (iv) failure by the Company for 60 days after notice to comply with any of its other agreements in the Indenture or the Notes which are for the benefit of the Notes; (v) failure by the Company to cure a default under any mortgage, indenture or other instrument of more than $50,000,000 in principal amount of Indebtedness within 30 days after written notice of default; and (vi) certain events of bankruptcy or insolvency with respect to the Company. If any Event of Default occurs and is continuing, the Trustee or the Holders of at least 25% in principal amount of the then outstanding Notes and other series of Securities affected (treating the Notes and such other series as a single class) may declare all the Notes to be due and payable immediately. Notwithstanding the foregoing, in the case of an Event of Default arising from certain events of bankruptcy or insolvency with respect to the Company, all outstanding Notes will become due and payable without further action or notice. Holders of the Notes may not enforce the Indenture or the Notes except as provided in the Indenture. Subject to certain limitations, Holders of a majority in principal amount of the then outstanding Notes and other series of Securities affected (treating the Notes and such other series as a single class) may direct the Trustee in its exercise of any trust or power. The Trustee may withhold from Holders of the Notes notice of any continuing Default or Event of Default (except a Default or Event of Default relating to the payment of principal or interest) if it determines that withholding notice is in their interest. The Holders of a majority in aggregate principal amount of the Notes and other series of Securities affected (treating the Notes and such other series as a single class) then outstanding by notice to the Trustee may on behalf of the Holders of all of the Notes waive any existing Default or Event of Default and its consequences under the Indenture except a continuing Default or Event of Default in the payment of principal, interest or premium on the Notes. The Company is required to deliver to the Trustee annually a statement regarding compliance with the Indenture, and the Company is required upon becoming aware of any Default or Event of Default, to deliver to the Trustee a statement specifying such Default or Event of Default.

A-4

12.Trustee Dealings With The Company.  The Trustee, in its individual or any other capacity, may make loans to, accept deposits from, and perform services for the Company or its Affiliates, and may otherwise deal with the Company or its Affiliates, as if it were not the Trustee.

13.No Recourse Against Others.  No director, officer, employee, incorporator or stockholder of the Company shall have any liability for any obligations of the Company under the Notes or the Indenture or for any claim based on, in respect of, or by reason of, such obligations or their creation. Each Holder of Notes by accepting a Note waives and releases all such liability. The waiver and release are part of the consideration for the issuance of the Notes.

14.Authentication. This Note shall not be valid until authenticated by the manual signature of an authorized officer of the Trustee or an authenticating agent.

15.           Abbreviations.  Customary abbreviations may be used in the name of a Holder or an assignee, such as: TEN COM (= tenants in common), TEN ENT (= tenants by the entireties); JT TEN (= joint tenants with right of survivorship and not as tenants in common); CUST (= Custodian); and U/G/M/A (= Uniform Gifts to Minors Act).

16.CUSIP Numbers.   Pursuant to a recommendation promulgated by the Committee on Uniform Security Identification Procedures, the Company has caused CUSIP numbers to be printed on the Notes and the Trustee may use CUSIP numbers in notices of redemption as a convenience to Holders. No representation is made as to the accuracy of such numbers either as printed on the Notes or as contained in any notice of redemption and reliance may be placed only on the other identification numbers placed thereon.

A-5

The Company will furnish to any Holder upon written request and without charge a copy of the Indenture. Requests may be made to:

The Navigators Group, Inc.

Reckson Executive Park

6 International Drive

Rye Brook, New York 10573

Telephone: (914) 933-6025

Facsimile No.: (914) 933-6033

Attention:Bradley D. Wiley, Senior Vice President,
Financial Compliance Officer and Secretary

A-6

ASSIGNMENT FORM

(To assign this Note, fill in the form below)

(I) or (we) assign and transfer this Note to

(Insert assignee’s soc. sec. or tax I.D. no.)

(Print or type assignee’s name, address and zip code)

and irrevocably appoint                                       to transfer this Note on the books of the Company. The agent may substitute another to act for him.

Dated:
	Signature
	Signature Guaranteed

NOTICE:  The signature to the foregoing Assignment must correspond to the name as written upon the face of this Note in every particular, without alteration or any change whatsoever.

A-7

SCHEDULE OF EXCHANGES OF INTERESTS IN THE GLOBAL NOTE

The following exchanges of a part of this Global Note for an interest in another Global Note or for a certificated Note, or exchanges of a part of another Global Note or certificated Note for an interest in this Global Note, have been made:

Date of Exchange Amount of decrease in
Principal Amount of this
Global Note Amount of increase in
Principal Amount of this
Global Note Principal Amount of this
Global Note following
such decrease (or
increase) Signature of authorized
signatory of Trustee

A-8

EX-10.1

Exhibit 10.1

Execution Version

AMENDMENT NO. 1 TO SECOND AMENDED AND
RESTATED CREDIT AGREEMENT

This Amendment (this “Amendment”) is entered into as of April 7, 2006, by and among The Navigators Group, Inc., a Delaware corporation (the “Borrower”), certain lenders, JPMorgan Chase Bank, N.A. as Administrative Agent (“Agent”), Barclays Bank plc, as Syndication Agent, LaSalle Bank National Association and Commerzbank Aktiengesselschaft, New York and Grand Cayman Branches, as Documentation Agents, Credit Suisse First Boston, as Managing Agent, and Brown Brothers Harriman & Co., as Co-Agent.

RECITALS

A.The Borrower, the Agent and the Lenders are party to that certain Second Amended and Restated Credit Agreement dated as of January 31, 2005 (the “Credit Agreement”).  Unless otherwise specified herein, capitalized terms used in this amendment shall have the meanings ascribed to them in the Credit Agreement.

B.The Borrower, the Agent and the undersigned Lenders wish to amend the Credit Agreement on the terms and conditions set forth below.

NOW, THEREFORE, in consideration of the mutual execution hereof and other good and valuable consideration, the parties hereto agree as follows:

1.Amendment to Credit Agreement.  Upon the “Effective Date” (as defined below), the Credit Agreement shall be amended as follows:

(a)Section 7.1(n) of the Credit Agreement is hereby amended to state in its entirety as follows:

“(n)  Promptly, and in any event within five days after (i) learning thereof, notification of any changes after the date hereof in the Borrower’s S&P Financial Strength Rating or Moody’s Financial Strength Rating or in the rating given by A.M. Best & Co. in respect of any Insurance Subsidiary and (ii) receipt thereof, copies of any ratings analysis by A.M. Best & Co. relating to any Insurance Subsidiary.”

(b)Section 7.10 of the Credit Agreement is hereby amended to state in its entirety as follows:

“7.10  Dividends and Stock Repurchases.  The Borrower will not, nor will it permit any Subsidiary to, declare or pay any dividends or make any distributions on its capital stock (other than dividends payable in its own capital stock) or redeem, repurchase or otherwise acquire or retire any of its capital stock or any options or other rights in respect thereof at any time outstanding, except that (a) any Subsidiary may declare and pay dividends or make distributions to the Borrower or to a Wholly-Owned Subsidiary of

the Borrower and (b) the Borrower may repurchase capital stock in an aggregate amount not to exceed $10,000,000 in any Fiscal Year ending prior to the Revolving Credit Termination Date and Letter of Credit Availability Termination Date and may pay dividends in an aggregate amount not to exceed $5,000,000 in any Fiscal Year ending prior to the Revolving Credit Termination Date and Letter of Credit Availability Termination Date; provided, however, that the Borrower may not repurchase any capital stock or pay any dividends unless after giving effect thereto Borrower would be in pro forma compliance with the terms of this Agreement.”

(c)Section 7.11 of the Credit Agreement is hereby amended to state in its entirety as follows:

“7.11  Indebtedness.  The Borrower will not, nor will it permit any Subsidiary to, create, incur or suffer to exist any Indebtedness, except:

(a)the Revolving Credit Loans and other Obligations;

(b)up to $125,000,000 Indebtedness of the Borrower to be issued pursuant to a senior indenture between the Borrower and JPMorgan Chase Bank, N.A., as trustee, dated on or about April, 2006; and

(c)guaranties permitted under Section 7.15.”

(d)Section 7.14 (e) of the Credit Agreement is hereby amended to state in its entirety as follows:

“(e)Investments by the Borrower (not including Investments in Subsidiaries) in equity securities in an aggregate amount not to exceed 15% of the Consolidated Net Worth of the Borrower and its Consolidated Subsidiaries; provided that no single Investment in equity securities shall be in an amount in excess of 5% of the Consolidated Net Worth of the Borrower and its Consolidated Subsidiaries.”

(e)Section 7.23.3 of the Credit Agreement is hereby amended to state in its entirety as follows:

“7.23.3  Leverage Ratio.  The Borrower will not permit the Leverage Ratio to exceed 0.30 to 1.0 at any time.”

(f)Section 8.17 of the Credit Agreement is hereby deleted and intentionally left blank.

2

2.Representations and Warranties of the Borrower.  The Borrower represents and warrants that:

(a)The execution, delivery and performance by the Borrower of this Amendment have been duly authorized by all necessary corporate action and this Amendment is a legal, valid and binding obligation of the Borrower enforceable against the Borrower in accordance with its terms, except as the enforcement thereof may be subject to the effect of any applicable bankruptcy, insolvency, reorganization, moratorium or similar law affecting creditors’ rights generally;

(b)Each of the representations and warranties contained in the Credit Agreement is true and correct in all material respects on and as of the date hereof as if made on the date hereof, except to the extent any such representation or warranty is stated to relate solely to an earlier date, in which case such representation or warranty shall have been true and correct on and as of such earlier date; and

(c)After giving effect to this Amendment, no Default or Unmatured Default has occurred and is continuing.

3.Effective Date.  Section 1 of this Amendment shall not become effective unless and until the Borrower has furnished the following to the Agent with sufficient copies for the Lenders and the other conditions set forth below have been satisfied:

(a)Amendment.  A copy of this Amendment, executed by the Borrower, the Agent and the Required Lenders.

(b)Officer’s Certificate  A certificate of the General Counsel, Secretary or an Assistant Secretary of the Borrower of its Board of Directors’ resolutions authorizing the execution and delivery of this Amendment.

(c)Other.  Such other documents as the Agent, any Lender or their counsel may have reasonably requested.

The date on which the foregoing conditions have been satisfied is the “Effective Date.”

4.Reference to and Effect Upon the Credit Agreement.

(a)Except as specifically amended above, the Credit Agreement and the other Facility Documents shall remain in full force and effect and are hereby ratified and confirmed.

(b)The execution, delivery and effectiveness of this Amendment shall not operate as a waiver of any right, power or remedy of the Agent or any Lender under the Credit Agreement or any Facility Document, nor constitute a waiver of any provision of the Credit Agreement or any Facility Document, except as specifically set forth herein.  Upon the effectiveness of this Amendment, each reference in the Credit Agreement to “this Agreement,” “hereunder,” “hereof,” “herein” or words of similar import shall mean and be a reference to the Credit Agreement as amended hereby.

5.Costs and Expenses.  The Borrower hereby affirms its obligation under Section 10.7 of the Credit Agreement to reimburse the Agent for all reasonable costs, internal

3

charges and out-of-pocket expenses paid or incurred by the Agent in connection with the preparation, negotiation, execution and delivery of this Amendment, including but not limited to reasonable attorneys’ fees and time charges of attorneys for the Agent with respect thereto.

6.GOVERNING LAW.  THIS AMENDMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE INTERNAL LAWS (AS OPPOSED TO CONFLICTS OF LAWS PROVISIONS) OF THE STATE OF ILLINOIS BUT GIVING EFFECT TO FEDERAL LAWS APPLICABLE TO NATIONAL BANKS.

7.Headings.  Section headings in this Amendment are included herein for convenience of reference only and shall not constitute a part of this Amendment for any other purposes.

8.Counterparts.  This Amendment may be executed in any number of counterparts, each of which when so executed shall be deemed an original but all such counterparts shall constitute one and the same instrument.

[signature pages follow]

4

IN WITNESS WHEREOF, the parties have executed this Amendment as of the date and year first above written.

THE NAVIGATORS GROUP, INC.
By:	/s/ Bradley D. Wiley
Its:	Senior Vice President and Secretary
JPMORGAN CHASE BANK, N.A., as a Lender and Administrative Agent
By:	/s/ Michael M. Tolentino
Its:	Vice President
BARCLAYS BANK plc, as a Lender and Syndication Agent
By:
Its:
LASALLE BANK NATIONAL ASSOCIATION, as a Lender and Documentation Agent
By:	/s/ Brandon S. Allison
Its:	Vice President

COMMERZBANK AKTIENGESELLSCHAFT, New York and Grand Cayman Branches, as a Lender and as Documentation Agent
By:
Its:
By:
Its:
CREDIT SUISSE, Cayman Islands Branch, as a Lender and Manager Agent
By:	/s/ Jay Chall
Its:	Director
By:	/s/ James Neira
Its:	Associate
BROWN BROTHERS HARRIMAN & CO., as a Lender and Co-Agent
By:	/s/ Ann Hobart
Its:	Senior Vice President

2

EX-10.2

Exhibit 10.2

Execution Version

ASSIGNMENT AGREEMENT

This Assignment Agreement (this “Assignment Agreement”) between BARCLAYS BANK PLC (the “Assignor”) and CREDIT SUISSE, Cayman Islands branch (the “Assignee”) is dated as of April 7, 2006.  The parties hereto agree as follows:

1.PRELIMINARY STATEMENT.  The Assignor is a party to a Credit Agreement (which, as it may be amended, modified, renewed or extended from time to time is herein called the “Credit Agreement”) described in Item 1 of Schedule 1 attached hereto (“Schedule 1”).  Capitalized terms used herein and not otherwise defined herein shall have the meanings attributed to them in the Credit Agreement.

2.ASSIGNMENT AND ASSUMPTION.  The Assignor hereby sells and assigns to the Assignee, and the Assignee hereby purchases and assumes from the Assignor, an interest in and to the Assignor’s rights and obligations under the Credit Agreement such that after giving effect to such assignment the Assignee shall have purchased pursuant to this Assignment Agreement the percentage interest specified in Item 3 of Schedule 1 of all outstanding rights and obligations under the Credit Agreement relating to the loans listed in Item 3 of Schedule 1 and the other Facility Documents.  The total of the Revolving Credit Commitment and the Letter of Credit Participation Amount purchased by the Assignee hereunder is set forth in Item 4 of Schedule 1.

3.EFFECTIVE DATE.  The effective date of this Assignment Agreement (the “Effective Date”) shall be the later of the date specified in Item 5 of Schedule 1 or two Business Days (or such shorter period agreed to by the Agent) after a Notice of Assignment substantially in the form of Exhibit I attached hereto has been delivered to the Agent.  Such Notice of Assignment must include any consents required to be delivered to the Agent by Section 13.3.1 of the Credit Agreement.  In no event will the Effective Date occur if the payments required to be made by the Assignee to the Assignor on the Effective Date under Sections 4 and 5 hereof are not made on the proposed Effective Date or if any other condition precedent agreed to by the Assignor and the Assignee has not been satisfied.  The Assignor will notify the Assignee of the proposed Effective Date not later than the Business Day prior to the proposed Effective Date.  As of the Effective Date, (i) the Assignee shall have the rights and obligations of a Lender under the Facility Documents with respect to the rights and obligations assigned to the Assignee hereunder and (ii) the Assignor shall relinquish its rights and be released from its corresponding obligations under the Facility Documents with respect to the rights and obligations assigned to the Assignee hereunder.

4.PAYMENT OBLIGATIONS.  On and after the Effective Date, the Assignee shall be entitled to receive from the Agent all payments of principal, interest and fees with respect to the interest assigned hereby.  The Assignee shall advance funds directly to the Agent with respect to all Revolving Credit Loans and reimbursement payments made on or after the Effective Date with respect to the interest assigned hereby.  In the event that either party hereto receives any payment to which the other party hereto is entitled under this Assignment Agreement, then the party receiving such amount shall promptly remit it to the other party hereto.

5.FEES PAYABLE BY THE ASSIGNEE.  The $3,500 processing fee required to be paid to the Agent in connection with this Assignment Agreement has been waived by the Agent.

6.REPRESENTATIONS OF THE ASSIGNOR; LIMITATIONS ON THE ASSIGNOR’S LIABILITY.  The Assignor represents and warrants that it is the legal and beneficial owner of the interest being assigned by it hereunder and that such interest is free and clear of any adverse claim created by the Assignor.  It is understood and agreed that the assignment and assumption hereunder are made without recourse to the Assignor and that the Assignor makes no other representation or warranty of any kind to the Assignee.  Neither the Assignor nor any of its officers, directors, employees, agents or attorneys shall be responsible for (i) the due execution, legality, validity, enforceability, genuineness, sufficiency or collectability of any Facility Document, including without limitation, documents granting the Assignor and the other Lenders a security interest in assets of the Borrower or any guarantor, (ii) any representation, warranty or statement made in any Facility Document or in connection with any of the Facility Documents, (iii) the financial condition or creditworthiness of the Borrower or any guarantor, (iv) the performance of or compliance with any of the terms or provisions of any of the Facility Documents, (v) inspecting any of the Property, books or records of the Borrower, (vi) the validity, enforceability, perfection, priority, condition, value or sufficiency of any collateral securing or purporting to secure the Revolving Credit Loans or the Reimbursement Obligations or (vii) any mistake, error of judgment, or action taken or omitted to be taken in connection with the Revolving Credit Loans, the Letters of Credit or the Facility Documents.

7.REPRESENTATIONS OF THE ASSIGNEE.  The Assignee (i) confirms that it has received a copy of the Credit Agreement, together with copies of the financial statements requested by the Assignee and such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into this Assignment Agreement, (ii) agrees that it will, independently and with reliance upon the Agent, the Assignor or any other Lender and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under the Facility Documents, (iii) appoints and authorizes the Agent to take such action as agent on its behalf and to exercise such powers under the Facility Documents as are delegated to the Agent by the terms thereof, together with such powers as are reasonably incidental thereto, (iv) agrees that it will perform in accordance with their terms all of the obligations which by the terms of the Facility Documents are required to be performed by it as a Lender, and (v) confirms that none of the funds, monies, assets or other consideration being used to make the purchase and assumption hereunder are “plan assets” as defined under ERISA and that its rights, benefits and interests in and under the Facility Documents will not be “plan assets” under ERISA.

8.INDEMNITY.  The Assignee agrees to indemnify and hold the Assignor harmless against any and all losses, costs and expenses (including, without limitation, reasonable attorneys’ fees) and liabilities incurred by the Assignor in connection with or arising in any manner from the Assignee’s non-performance of the obligations assumed under this Assignment Agreement.

9.SUBSEQUENT ASSIGNMENTS.  After the Effective Date, the Assignee shall have the right pursuant to Section 13.3.1 of the Credit Agreement to assign the rights which are

2

assigned to the Assignee hereunder to any entity or person, provided that (i) any such subsequent assignment does not violate any of the terms and conditions of the Facility Documents or any law, rule, regulation, order, writ, judgment, injunction or decree and that any consent required under the terms of the Facility Documents has been obtained and (ii) unless the prior written consent of the Assignor is obtained, the Assignee is not hereby released from its obligations to the Assignor hereunder, if any remain unsatisfied, including, without limitation, its obligations under Sections 4, 5 and 8 hereof.

10.REDUCTIONS OF AGGREGATE COMMITMENT.  If any reduction in the Aggregate Revolving Credit Commitment or the Letter of Credit Commitment occurs between the date of this Assignment Agreement and the Effective Date, the percentage interest specified in Item 3 of Schedule 1 shall remain the same, but the dollar amount purchased shall be recalculated based on the reduced Aggregate Revolving Credit Commitment or Letter of Credit Commitment, as the case may be.

11.ENTIRE AGREEMENT.  This Assignment Agreement and the attached Notice of Assignment embody the entire agreement and understanding between the parties hereto and supersede all prior agreements and understandings between the parties hereto relating to the subject matter hereof.

12.GOVERNING LAW.  This Assignment Agreement shall be governed by the internal law, and not the law of conflicts, of the State of Illinois.

13.NOTICES.  Notices shall be given under this Assignment Agreement in the manner set forth in the Credit Agreement.

[signature page follows]

3

IN WITNESS WHEREOF, the parties hereto have executed this Assignment Agreement by their duly authorized officers as of the date first above written.

BARCLAYS BANK PLC
By:	/s/ Anth
Title:	Director
CREDIT SUISSE, Cayman Islands branch
By:	/s/ Jay Chall
Title:	Director

4

SCHEDULE 1

TO ASSIGNMENT AGREEMENT

1.	Description and Date of Credit Agreement:
	That certain Second Amended and Restated Credit Agreement, dated as of January 31, 2005, among the Navigators Group, Inc., the financial institutions named therein, and JPMorgan Chase Bank, N.A., as Administrative Agent.
2.	Date of Assignment Agreement:        April 7, 2006
3.	Amounts (As of Date of Item 2 above):

			Revolving Credit Facility			Letter of Credit Facility
	(a)	Aggregate Revolving Credit Commitment and Letter of Credit Commitment under Credit Agreement	$	10,000,000		$	115,000,000
	(b)	Assignee’s Percentage of each Facility purchased under the Assignment Agreement (taken to five decimal places);	6.40000		%	6.40000		%
	(c)	Amount of Assigned Share in each Facility purchased under the Assignment Agreement:	$	640,000		$	7,360,000
4.	Total of Assignee’s Revolving Credit Commitment and Letter of Credit Participation Amount purchased hereunder:		$	8,000,000
5.	Proposed Effective Date:					April 7, 2006

5

Accepted and Agreed:
BARCLAYS BANK PLC			CREDIT SUISSE FIRST BOSTON, acting
			through its Cayman Islands branch
By:	/s/ Anthony Kemp
Title:		Director	By:	Jay Chall
			Title:		Director

6

EXHIBIT I

TO ASSIGNMENT AGREEMENT

NOTICE
OF ASSIGNMENT

April 7, 2006

To:The Navigators Group, Inc.

JPMorgan Chase Bank, N.A., as Administrative Agent

From:Barclays Bank  plc (the “Assignor”)

Credit Suisse First Boston, acting through its
Cayman Islands branch (the “Assignee”)

1.We refer to that certain Credit Agreement (the “Credit Agreement”) described in Item 1 of Schedule 1 attached hereto (“Schedule 1”).  Capitalized terms used herein and not otherwise defined herein shall have the meanings attributed to them in the Credit Agreement.

2.This Notice of Assignment (the “Notice of Assignment”) is given and delivered to the Borrower and the Agent pursuant to Section 13.3.2 of the Credit Agreement.

3.The Assignor and the Assignee have entered into an Assignment Agreement, dated as of April 7, 2006 (the “Assignment Agreement”), pursuant to which, among other things, the Assignor has sold, assigned, delegated and transferred to the Assignee, and the Assignee has purchased, accepted and assumed from the Assignor the percentage interest specified in Item 3 of Schedule 1 of all outstandings, rights and obligations under the Credit Agreement relating to the facilities listed in Item 3 of Schedule 1.  The Effective Date of the Assignment Agreement shall be the later of the date specified in Item 5 of Schedule 1 or two Business Days (or such shorter period as agreed to by the Agent) after this Notice of Assignment and any consents and fees required by Sections 13.3.1 and 13.3.2 of the Credit Agreement have been delivered to the Agent; provided that the Effective Date shall not occur if any condition precedent agreed to by the Assignor and the Assignee has not been satisfied.

4.The Assignor and the Assignee hereby give to the Borrower and the Agent notice of the assignment and delegation referred to herein.  The Assignor will confer with the Agent before the date specified in Item 5 of Schedule 1 to determine if the Assignment Agreement will become effective on such date pursuant to Section 3 hereof, and will confer with the Agent to determine the Effective Date pursuant to Section 3 hereof if it occurs thereafter.  The Assignor shall notify the Agent if the Assignment Agreement does not become effective on any proposed Effective Date as a result of the failure to satisfy the conditions precedent agreed to by the

7

Assignor and the Assignee.  At the request of the Agent, the Assignor will give the Agent written confirmation of the satisfaction of the conditions precedent.

5.If Revolving Credit Notes are outstanding on the Effective Date, the Assignor and the Assignee request and direct that the Agent prepare and cause the Borrower to execute and deliver new Revolving Credit Notes or, as appropriate, replacement notes, to the Assignor and the Assignee.  The Assignor and, if applicable, the Assignee each agree to deliver to the Agent for forwarding to the Borrower the original Revolving Credit Note received by it from the Borrower upon its receipt of a new Revolving Credit Note in the appropriate amount.

6.The Assignee advises the Agent that notice and payment instructions are set forth in the attachment to Schedule 1.

7.The Assignee hereby represents and warrants that none of the funds, monies, assets or other consideration being used to make the purchase pursuant to the Assignment Agreement are “plan assets” as defined under ERISA and that its rights, benefits, and interests in and under the Facility Documents will not be “plan assets” under ERISA.

8.The Assignee authorizes the Agent to act as its agent under the Facility Documents in accordance with the terms thereof.  The Assignee acknowledges that the Agent has no duty to supply information with respect to the Borrower or the Facility Documents to the Assignee until the Assignee becomes a party to the Credit Agreement.

BARCLAYS BANK PLC	CREDIT SUISSE FIRST BOSTON,
	acting through its Cayman Islands branch
By:	By:
Title:	Title:

8

ACKNOWLEDGED AND CONSENTED TO BY JPMORGAN CHASE BANK, N.A., as Administrative Agent	ACKNOWLEDGED AND CONSENTED TO BY THE NAVIGATORS GROUP, INC.
By:	By:
Title:	Title:

9

EX-10.3

Exhibit 10.3

Execution Version

ASSIGNMENT AGREEMENT

This Assignment Agreement (this “Assignment Agreement”) between BARCLAYS BANK PLC (the “Assignor”) and JPMORGAN CHASE BANK, N.A. (the “Assignee”) is dated as of April 7, 2006. The parties hereto agree as follows:

1.PRELIMINARY STATEMENT. The Assignor is a party to a Credit Agreement (which, as it may be amended, modified, renewed or extended from time to time is herein called the “Credit Agreement”) described in Item 1 of Schedule 1 attached hereto (“Schedule 1”). Capitalized terms used herein and not otherwise defined herein shall have the meanings attributed to them in the Credit Agreement.

2.ASSIGNMENT AND ASSUMPTION. The Assignor hereby sells and assigns to the Assignee, and the Assignee hereby purchases and assumes from the Assignor, an interest in and to the Assignor’s rights and obligations under the Credit Agreement such that after giving effect to such assignment the Assignee shall have purchased pursuant to this Assignment Agreement the percentage interest specified in Item 3 of Schedule 1 of all outstanding rights and obligations under the Credit Agreement relating to the loans listed in Item 3 of Schedule 1 and the other Facility Documents. The total of the Revolving Credit Commitment and the Letter of Credit Participation Amount purchased by the Assignee hereunder is set forth in Item 4 of Schedule 1.

3.EFFECTIVE DATE. The effective date of this Assignment Agreement (the “Effective Date”) shall be the later of the date specified in Item 5 of Schedule 1 or two Business Days (or such shorter period agreed to by the Agent) after a Notice of Assignment substantially in the form of Exhibit I attached hereto has been delivered to the Agent. Such Notice of Assignment must include any consents required to be delivered to the Agent by Section 13.3.1 of the Credit Agreement. In no event will the Effective Date occur if the payments required to be made by the Assignee to the Assignor on the Effective Date under Sections 4 and 5 hereof are not made on the proposed Effective Date or if any other condition precedent agreed to by the Assignor and the Assignee has not been satisfied. The Assignor will notify the Assignee of the proposed Effective Date not later than the Business Day prior to the proposed Effective Date. As of the Effective Date, (i) the Assignee shall have the rights and obligations of a Lender under the Facility Documents with respect to the rights and obligations assigned to the Assignee hereunder and (ii) the Assignor shall relinquish its rights and be released from its corresponding obligations under the Facility Documents with respect to the rights and obligations assigned to the Assignee hereunder.

4.PAYMENT OBLIGATIONS. On and after the Effective Date, the Assignee shall be entitled to receive from the Agent all payments of principal, interest and fees with respect to the interest assigned hereby. The Assignee shall advance funds directly to the Agent with respect to all Revolving Credit Loans and reimbursement payments made on or after the Effective Date with respect to the interest assigned hereby. In the event that either party hereto receives any payment to which the other party hereto is entitled under this Assignment Agreement, then the party receiving such amount shall promptly remit it to the other party hereto.

5.FEES PAYABLE BY THE ASSIGNEE. The $3,500 processing fee required to be paid to the Agent in connection with this Assignment Agreement has been waived by the Agent.

6.REPRESENTATIONS OF THE ASSIGNOR; LIMITATIONS ON THE ASSIGNOR’S LIABILITY. The Assignor represents and warrants that it is the legal and beneficial owner of the interest being assigned by it hereunder and that such interest is free and clear of any adverse claim created by the Assignor. It is understood and agreed that the assignment and assumption hereunder are made without recourse to the Assignor and that the Assignor makes no other representation or warranty of any kind to the Assignee. Neither the Assignor nor any of its officers, directors, employees, agents or attorneys shall be responsible for (i) the due execution, legality, validity, enforceability, genuineness, sufficiency or collectability of any Facility Document, including without limitation, documents granting the Assignor and the other Lenders a security interest in assets of the Borrower or any guarantor, (ii) any representation, warranty or statement made in any Facility Document or in connection with any of the Facility Documents, (iii) the financial condition or creditworthiness of the Borrower or any guarantor, (iv) the performance of or compliance with any of the terms or provisions of any of the Facility Documents, (v) inspecting any of the Property, books or records of the Borrower, (vi) the validity, enforceability, perfection, priority, condition, value or sufficiency of any collateral securing or purporting to secure the Revolving Credit Loans or the Reimbursement Obligations or (vii) any mistake, error of judgment, or action taken or omitted to be taken in connection with the Revolving Credit Loans, the Letters of Credit or the Facility Documents.

7.REPRESENTATIONS OF THE ASSIGNEE. The Assignee (i) confirms that it has received a copy of the Credit Agreement, together with copies of the financial statements requested by the Assignee and such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into this Assignment Agreement, (ii) agrees that it will, independently and with reliance upon the Agent, the Assignor or any other Lender and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under the Facility Documents, (iii) appoints and authorizes the Agent to take such action as agent on its behalf and to exercise such powers under the Facility Documents as are delegated to the Agent by the terms thereof, together with such powers as are reasonably incidental thereto, (iv) agrees that it will perform in accordance with their terms all of the obligations which by the terms of the Facility Documents are required to be performed by it as a Lender, and (v) confirms that none of the funds, monies, assets or other consideration being used to make the purchase and assumption hereunder are “plan assets” as defined under ERISA and that its rights, benefits and interests in and under the Facility Documents will not be “plan assets” under ERISA.

8.INDEMNITY. The Assignee agrees to indemnify and hold the Assignor harmless against any and all losses, costs and expenses (including, without limitation, reasonable attorneys’ fees) and liabilities incurred by the Assignor in connection with or arising in any manner from the Assignee’s non-performance of the obligations assumed under this Assignment Agreement.

9.SUBSEQUENT ASSIGNMENTS. After the Effective Date, the Assignee shall have the right pursuant to Section 13.3.1 of the Credit Agreement to assign the rights which are

2

assigned to the Assignee hereunder to any entity or person, provided that (i) any such subsequent assignment does not violate any of the terms and conditions of the Facility Documents or any law, rule, regulation, order, writ, judgment, injunction or decree and that any consent required under the terms of the Facility Documents has been obtained and (ii) unless the prior written consent of the Assignor is obtained, the Assignee is not hereby released from its obligations to the Assignor hereunder, if any remain unsatisfied, including, without limitation, its obligations under Sections 4, 5 and 8 hereof.

10.REDUCTIONS OF AGGREGATE COMMITMENT. If any reduction in the Aggregate Revolving Credit Commitment or the Letter of Credit Commitment occurs between the date of this Assignment Agreement and the Effective Date, the percentage interest specified in Item 3 of Schedule 1 shall remain the same, but the dollar amount purchased shall be recalculated based on the reduced Aggregate Revolving Credit Commitment or Letter of Credit Commitment, as the case may be.

11.ENTIRE AGREEMENT. This Assignment Agreement and the attached Notice of Assignment embody the entire agreement and understanding between the parties hereto and supersede all prior agreements and understandings between the parties hereto relating to the subject matter hereof.

12.GOVERNING LAW. This Assignment Agreement shall be governed by the internal law, and not the law of conflicts, of the State of Illinois.

13.NOTICES. Notices shall be given under this Assignment Agreement in the manner set forth in the Credit Agreement.

[signature page follows]

3

IN WITNESS WHEREOF, the parties hereto have executed this Assignment Agreement by their duly authorized officers as of the date first above written.

BARCLAYS BANK PLC
By:
Title:	/s/ Director
JPMORGAN CHASE BANK, N.A.
By: /s/ Thomas A.       II
Title:	/s/ Vice President

4

SCHEDULE 1

TO ASSIGNMENT AGREEMENT

1.	Description and Date of Credit Agreement:
	That certain Second Amended and Restated Credit Agreement, dated as of January 31, 2005, among the Navigators Group, Inc., the financial institutions named therein, and JPMorgan Chase Bank, N.A., as Administrative Agent.
2.	Date of Assignment Agreement:April 7, 2006
3.	Amounts (As of Date of Item 2 above):

			Revolving Credit Facility			Letter of Credit Facility
	(a)	Aggregate Revolving Credit Commitment and Letter of Credit Commitment under Credit Agreement	$	10,000,000		$	115,000,000
	(b)	Assignee’s Percentage of each Facility purchased under the Assignment Agreement (taken to five decimal places);	6.40000		%	6.40000		%
	(c)	Amount of Assigned Share in each Facility purchased under the Assignment Agreement:	$	640,000		$	7,360,000
4.	Total of Assignee’s Revolving Credit Commitment and Letter of Credit Participation Amount purchased hereunder:		$	8,000,000
5.	Proposed Effective Date:					April 7, 2006

5

Accepted and Agreed:
BARCLAYS BANK PLC	JPMORGAN CHASE BANK, N.A.
By:	By:
Title:	Title:

6

EXHIBIT I

TO ASSIGNMENT AGREEMENT

NOTICE
OF ASSIGNMENT

April 7, 2006

To:The Navigators Group, Inc.

JPMorgan Chase Bank, N.A., as Administrative Agent

From:Barclays Bank plc (the “Assignor”)

JPMorgan Chase Bank, N.A. (the “Assignee”)

1.We refer to that certain Credit Agreement (the “Credit Agreement”) described in Item 1 of Schedule 1 attached hereto (“Schedule 1”). Capitalized terms used herein and not otherwise defined herein shall have the meanings attributed to them in the Credit Agreement.

2.This Notice of Assignment (the “Notice of Assignment”) is given and delivered to the Borrower and the Agent pursuant to Section 13.3.2 of the Credit Agreement.

3.The Assignor and the Assignee have entered into an Assignment Agreement, dated as of April 7, 2006 (the “Assignment Agreement”), pursuant to which, among other things, the Assignor has sold, assigned, delegated and transferred to the Assignee, and the Assignee has purchased, accepted and assumed from the Assignor the percentage interest specified in Item 3 of Schedule 1 of all outstandings, rights and obligations under the Credit Agreement relating to the facilities listed in Item 3 of Schedule 1. The Effective Date of the Assignment Agreement shall be the later of the date specified in Item 5 of Schedule 1 or two Business Days (or such shorter period as agreed to by the Agent) after this Notice of Assignment and any consents and fees required by Sections 13.3.1 and 13.3.2 of the Credit Agreement have been delivered to the Agent; provided that the Effective Date shall not occur if any condition precedent agreed to by the Assignor and the Assignee has not been satisfied.

4.The Assignor and the Assignee hereby give to the Borrower and the Agent notice of the assignment and delegation referred to herein. The Assignor will confer with the Agent before the date specified in Item 5 of Schedule 1 to determine if the Assignment Agreement will become effective on such date pursuant to Section 3 hereof, and will confer with the Agent to determine the Effective Date pursuant to Section 3 hereof if it occurs thereafter. The Assignor shall notify the Agent if the Assignment Agreement does not become effective on any proposed Effective Date as a result of the failure to satisfy the conditions precedent agreed to by the Assignor and the Assignee. At the request of the Agent, the Assignor will give the Agent written confirmation of the satisfaction of the conditions precedent.

7

5.If Revolving Credit Notes are outstanding on the Effective Date, the Assignor and the Assignee request and direct that the Agent prepare and cause the Borrower to execute and deliver new Revolving Credit Notes or, as appropriate, replacement notes, to the Assignor and the Assignee. The Assignor and, if applicable, the Assignee each agree to deliver to the Agent for forwarding to the Borrower the original Revolving Credit Note received by it from the Borrower upon its receipt of a new Revolving Credit Note in the appropriate amount.

6.The Assignee advises the Agent that notice and payment instructions are set forth in the attachment to Schedule 1.

7.The Assignee hereby represents and warrants that none of the funds, monies, assets or other consideration being used to make the purchase pursuant to the Assignment Agreement are “plan assets” as defined under ERISA and that its rights, benefits, and interests in and under the Facility Documents will not be “plan assets” under ERISA.

8.The Assignee authorizes the Agent to act as its agent under the Facility Documents in accordance with the terms thereof. The Assignee acknowledges that the Agent has no duty to supply information with respect to the Borrower or the Facility Documents to the Assignee until the Assignee becomes a party to the Credit Agreement.

BARCLAYS BANK PLC	JPMORGAN CHASE BANK, N.A.
By:	By:
Title:	Title:

8

ACKNOWLEDGED AND CONSENTED TO BY JPMORGAN CHASE BANK, N.A., as Administrative Agent	ACKNOWLEDGED AND CONSENTED TO BY THE NAVIGATORS GROUP, INC.
By:	By:
Title:	Title:

9

EX-10.4

Exhibit 10.4

Execution Version

ASSIGNMENT AGREEMENT

This Assignment Agreement (this “Assignment Agreement”) between BARCLAYS BANK PLC (the “Assignor”) and LASALLE BANK NATIONAL ASSOCIATION (the “Assignee”) is dated as of April 7, 2006. The parties hereto agree as follows:

1.PRELIMINARY STATEMENT. The Assignor is a party to a Credit Agreement (which, as it may be amended, modified, renewed or extended from time to time is herein called the “Credit Agreement”) described in Item 1 of Schedule 1 attached hereto (“Schedule 1”). Capitalized terms used herein and not otherwise defined herein shall have the meanings attributed to them in the Credit Agreement.

2.ASSIGNMENT AND ASSUMPTION. The Assignor hereby sells and assigns to the Assignee, and the Assignee hereby purchases and assumes from the Assignor, an interest in and to the Assignor’s rights and obligations under the Credit Agreement such that after giving effect to such assignment the Assignee shall have purchased pursuant to this Assignment Agreement the percentage interest specified in Item 3 of Schedule 1 of all outstanding rights and obligations under the Credit Agreement relating to the loans listed in Item 3 of Schedule 1 and the other Facility Documents. The total of the Revolving Credit Commitment and the Letter of Credit Participation Amount purchased by the Assignee hereunder is set forth in Item 4 of Schedule 1.

3.EFFECTIVE DATE. The effective date of this Assignment Agreement (the “Effective Date”) shall be the later of the date specified in Item 5 of Schedule 1 or two Business Days (or such shorter period agreed to by the Agent) after a Notice of Assignment substantially in the form of Exhibit I attached hereto has been delivered to the Agent. Such Notice of Assignment must include any consents required to be delivered to the Agent by Section 13.3.1 of the Credit Agreement. In no event will the Effective Date occur if the payments required to be made by the Assignee to the Assignor on the Effective Date under Sections 4 and 5 hereof are not made on the proposed Effective Date or if any other condition precedent agreed to by the Assignor and the Assignee has not been satisfied. The Assignor will notify the Assignee of the proposed Effective Date not later than the Business Day prior to the proposed Effective Date. As of the Effective Date, (i) the Assignee shall have the rights and obligations of a Lender under the Facility Documents with respect to the rights and obligations assigned to the Assignee hereunder and (ii) the Assignor shall relinquish its rights and be released from its corresponding obligations under the Facility Documents with respect to the rights and obligations assigned to the Assignee hereunder.

4.PAYMENT OBLIGATIONS. On and after the Effective Date, the Assignee shall be entitled to receive from the Agent all payments of principal, interest and fees with respect to the interest assigned hereby. The Assignee shall advance funds directly to the Agent with respect to all Revolving Credit Loans and reimbursement payments made on or after the Effective Date with respect to the interest assigned hereby. In the event that either party hereto receives any payment to which the other party hereto is entitled under this Assignment Agreement, then the party receiving such amount shall promptly remit it to the other party hereto.

5.FEES PAYABLE BY THE ASSIGNEE. The $3,500 processing fee required to be paid to the Agent in connection with this Assignment Agreement has been waived by the Agent.

6.REPRESENTATIONS OF THE ASSIGNOR; LIMITATIONS ON THE ASSIGNOR’S LIABILITY. The Assignor represents and warrants that it is the legal and beneficial owner of the interest being assigned by it hereunder and that such interest is free and clear of any adverse claim created by the Assignor. It is understood and agreed that the assignment and assumption hereunder are made without recourse to the Assignor and that the Assignor makes no other representation or warranty of any kind to the Assignee. Neither the Assignor nor any of its officers, directors, employees, agents or attorneys shall be responsible for (i) the due execution, legality, validity, enforceability, genuineness, sufficiency or collectability of any Facility Document, including without limitation, documents granting the Assignor and the other Lenders a security interest in assets of the Borrower or any guarantor, (ii) any representation, warranty or statement made in any Facility Document or in connection with any of the Facility Documents, (iii) the financial condition or creditworthiness of the Borrower or any guarantor, (iv) the performance of or compliance with any of the terms or provisions of any of the Facility Documents, (v) inspecting any of the Property, books or records of the Borrower, (vi) the validity, enforceability, perfection, priority, condition, value or sufficiency of any collateral securing or purporting to secure the Revolving Credit Loans or the Reimbursement Obligations or (vii) any mistake, error of judgment, or action taken or omitted to be taken in connection with the Revolving Credit Loans, the Letters of Credit or the Facility Documents.

7.REPRESENTATIONS OF THE ASSIGNEE. The Assignee (i) confirms that it has received a copy of the Credit Agreement, together with copies of the financial statements requested by the Assignee and such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into this Assignment Agreement, (ii) agrees that it will, independently and with reliance upon the Agent, the Assignor or any other Lender and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under the Facility Documents, (iii) appoints and authorizes the Agent to take such action as agent on its behalf and to exercise such powers under the Facility Documents as are delegated to the Agent by the terms thereof, together with such powers as are reasonably incidental thereto, (iv) agrees that it will perform in accordance with their terms all of the obligations which by the terms of the Facility Documents are required to be performed by it as a Lender, and (v) confirms that none of the funds, monies, assets or other consideration being used to make the purchase and assumption hereunder are “plan assets” as defined under ERISA and that its rights, benefits and interests in and under the Facility Documents will not be “plan assets” under ERISA.

8.INDEMNITY. The Assignee agrees to indemnify and hold the Assignor harmless against any and all losses, costs and expenses (including, without limitation, reasonable attorneys’ fees) and liabilities incurred by the Assignor in connection with or arising in any manner from the Assignee’s non-performance of the obligations assumed under this Assignment Agreement.

9.SUBSEQUENT ASSIGNMENTS. After the Effective Date, the Assignee shall have the right pursuant to Section 13.3.1 of the Credit Agreement to assign the rights which are

2

assigned to the Assignee hereunder to any entity or person, provided that (i) any such subsequent assignment does not violate any of the terms and conditions of the Facility Documents or any law, rule, regulation, order, writ, judgment, injunction or decree and that any consent required under the terms of the Facility Documents has been obtained and (ii) unless the prior written consent of the Assignor is obtained, the Assignee is not hereby released from its obligations to the Assignor hereunder, if any remain unsatisfied, including, without limitation, its obligations under Sections 4, 5 and 8 hereof.

10.REDUCTIONS OF AGGREGATE COMMITMENT. If any reduction in the Aggregate Revolving Credit Commitment or the Letter of Credit Commitment occurs between the date of this Assignment Agreement and the Effective Date, the percentage interest specified in Item 3 of Schedule 1 shall remain the same, but the dollar amount purchased shall be recalculated based on the reduced Aggregate Revolving Credit Commitment or Letter of Credit Commitment, as the case may be.

11.ENTIRE AGREEMENT. This Assignment Agreement and the attached Notice of Assignment embody the entire agreement and understanding between the parties hereto and supersede all prior agreements and understandings between the parties hereto relating to the subject matter hereof.

12.GOVERNING LAW. This Assignment Agreement shall be governed by the internal law, and not the law of conflicts, of the State of Illinois.

13.NOTICES. Notices shall be given under this Assignment Agreement in the manner set forth in the Credit Agreement.

[signature page follows]

3

IN WITNESS WHEREOF, the parties hereto have executed this Assignment Agreement by their duly authorized officers as of the date first above written.

BARCLAYS BANK PLC
By: /s/
Title:		Director
LASALLE BANK NATIONAL
ASSOCIATION
By:	/s/ Brandon S. Allison
Title:			Vice President

4

SCHEDULE 1

TO ASSIGNMENT AGREEMENT

1.	Description and Date of Credit Agreement:
	That certain Second Amended and Restated Credit Agreement, dated as of January 31, 2005, among the Navigators Group, Inc., the financial institutions named therein, and JPMorgan Chase Bank, N.A., as Administrative Agent.
2.	Date of Assignment Agreement:	April 7, 2006
3.	Amounts (As of Date of Item 2 above):

			Revolving Credit Facility			Letter of Credit Facility
	(a)	Aggregate Revolving Credit Commitment and Letter of Credit Commitment under Credit Agreement	$	10,000,000		$	115,000,000
	(b)	Assignee’s Percentage of each Facility purchased under the Assignment Agreement (taken to five decimal places);	6.40000		%	6.40000		%
	(c)	Amount of Assigned Share in each Facility purchased under the Assignment Agreement:	$	640,000		$	7,360,000
4.	Total of Assignee’s Revolving Credit Commitment and Letter of Credit Participation Amount purchased hereunder:		$	8,000,000
5.	Proposed Effective Date:					April 7, 2006

5

Accepted and Agreed:
BARCLAYS BANK PLC	LASALLE BANK NATIONAL
	ASSOCIATION
By:
Title:	By:
	Title:

6

EXHIBIT I

TO ASSIGNMENT AGREEMENT

NOTICE
OF ASSIGNMENT

April 7, 2006

To:	The Navigators Group, Inc.
	JPMorgan Chase Bank, N.A., as Administrative Agent
From:	Barclays Bank plc (the “Assignor”)
	LaSalle Bank National Association (the “Assignee”)

1.We refer to that certain Credit Agreement (the “Credit Agreement”) described in Item 1 of Schedule 1 attached hereto (“Schedule 1”). Capitalized terms used herein and not otherwise defined herein shall have the meanings attributed to them in the Credit Agreement.

2.This Notice of Assignment (the “Notice of Assignment”) is given and delivered to the Borrower and the Agent pursuant to Section 13.3.2 of the Credit Agreement.

3.The Assignor and the Assignee have entered into an Assignment Agreement, dated as of April 7, 2006 (the “Assignment Agreement”), pursuant to which, among other things, the Assignor has sold, assigned, delegated and transferred to the Assignee, and the Assignee has purchased, accepted and assumed from the Assignor the percentage interest specified in Item 3 of Schedule 1 of all outstandings, rights and obligations under the Credit Agreement relating to the facilities listed in Item 3 of Schedule 1. The Effective Date of the Assignment Agreement shall be the later of the date specified in Item 5 of Schedule 1 or two Business Days (or such shorter period as agreed to by the Agent) after this Notice of Assignment and any consents and fees required by Sections 13.3.1 and 13.3.2 of the Credit Agreement have been delivered to the Agent; provided that the Effective Date shall not occur if any condition precedent agreed to by the Assignor and the Assignee has not been satisfied.

4.The Assignor and the Assignee hereby give to the Borrower and the Agent notice of the assignment and delegation referred to herein. The Assignor will confer with the Agent before the date specified in Item 5 of Schedule 1 to determine if the Assignment Agreement will become effective on such date pursuant to Section 3 hereof, and will confer with the Agent to determine the Effective Date pursuant to Section 3 hereof if it occurs thereafter. The Assignor shall notify the Agent if the Assignment Agreement does not become effective on any proposed Effective Date as a result of the failure to satisfy the conditions precedent agreed to by the Assignor and the Assignee. At the request of the Agent, the Assignor will give the Agent written confirmation of the satisfaction of the conditions precedent.

7

5.If Revolving Credit Notes are outstanding on the Effective Date, the Assignor and the Assignee request and direct that the Agent prepare and cause the Borrower to execute and deliver new Revolving Credit Notes or, as appropriate, replacement notes, to the Assignor and the Assignee. The Assignor and, if applicable, the Assignee each agree to deliver to the Agent for forwarding to the Borrower the original Revolving Credit Note received by it from the Borrower upon its receipt of a new Revolving Credit Note in the appropriate amount.

6.The Assignee advises the Agent that notice and payment instructions are set forth in the attachment to Schedule 1.

7.The Assignee hereby represents and warrants that none of the funds, monies, assets or other consideration being used to make the purchase pursuant to the Assignment Agreement are “plan assets” as defined under ERISA and that its rights, benefits, and interests in and under the Facility Documents will not be “plan assets” under ERISA.

8.The Assignee authorizes the Agent to act as its agent under the Facility Documents in accordance with the terms thereof. The Assignee acknowledges that the Agent has no duty to supply information with respect to the Borrower or the Facility Documents to the Assignee until the Assignee becomes a party to the Credit Agreement.

BARCLAYS BANK PLC	LASALLE BANK NATIONAL
	ASSOCIATION
By:	By:
Title:	Title:

8

ACKNOWLEDGED AND CONSENTED TO BY JPMORGAN CHASE BANK, N.A., as Administrative Agent	ACKNOWLEDGED AND CONSENTED TO BY THE NAVIGATORS GROUP, INC.
By:	By:
Title:	Title:

9

EX-12.1

Exhibit 12.1

The Navigators Group, Inc.

Computation of Ratio of Earnings to Fixed Charges

	Year Ended December 31,
	2005			2004			2003			2002			2001
	($ in thousands)
Income before income taxes	$	33,754		$	52,092		$	2,792		$	22,216		$	5,360
Add:
Portion of rents representative of the interest factor	1,032			947			885			595			542
Interest expense	—			—			255			571			1,376
Letter of credit charges	982			1,036			742			642			678
Amortization of deferred bank fees	262			142			394			196			151
Income as adjusted	$	36,029		$	54,217		$	5,068		$	24,220		$	8,107
Fixed charges:
Portion of rents representative of the interest factor	$	1,032		$	947		$	885		$	595		$	542
Interest expense	—			—			255			571			1,376
Letter of credit charges	982			1,036			742			642			678
Amortization of deferred bank fees	262			142			394			196			151
Total	$	2,276		$	2,125		$	2,276		$	2,004		$	2,747
Ratio of earnings to fixed charges	15.8		x	25.5		x	2.2		x	12.1		x	3.0		x

The Navigators Group Inc.

	Amort of Loan				100%	33.3%
Year	Expenses	Interest	LOC Fees	Total	Rent	Rent
2000	112,675	1,781,712	508,842	2,403,229	1,590,000	529,470
2001	150,823	1,376,086	677,977	2,204,886	1,628,000	542,124
2002	195,646	570,688	641,641	1,407,975	1,788,000	595,404
2003	394,001	254,602	742,262	1,390,865	2,657,000	884,781
2004	142,328	—	1,036,161	1,178,489	2,845,000	947,385
	995,473	3,983,088	3,606,883	8,585,444	10,508,000	3,499,164
2005	262,396	—	981,914	1,244,310	3,099,000	1,031,967
	1,257,869	3,983,088	4,588,797	9,829,754	13,607,000	4,531,131
						0.333