Exhibit 10.20 AMENDMENT
NO. 3 TO AMENDED AND RESTATED CREDIT AGREEMENT This Amendment
(this Amendment) is entered into as of December 31, 2001, by and
among The Navigators Group, Inc., a Delaware corporation (the Borrower),
Bank One, NA (formerly known as The First National Bank of Chicago),
individually and as agent (Agent), and the other financial
institutions signatory hereto. RECITALS A.The
Borrower, the Agent and the Lenders are party to that certain Amended and
Restated Credit Agreement dated as of December 21, 1998, as amended by
Amendment No. 1 to Amended and Restated Credit Agreement dated as of
March 28, 2000 and Amendment No. 2 to Amended and Restated Credit
Agreement dated as of September 20, 2000 (as so amended, the Credit
Agreement).  Unless otherwise
specified herein, capitalized terms used in this Amendment shall have the
meanings ascribed to them by 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.Amendments to Credit Agreement. 
Upon the Effective Date (as defined below), the Credit Agreement shall
be amended as follows: (a)           Article I of the Credit Agreement
shall be amended by adding the following new definition thereto in alphabetical
order: Deferred Policy Acquisition Costs means, at any
time, the total deferred policy acquisition costs of the Borrower and its
Consolidated Subsidiaries calculated on a consolidated basis as of such time. (b)           The definition of Consolidated
Tangible Net Worth in Article I of the Credit Agreement shall be amended and
restated in its entirety to read as follows: Consolidated Tangible Net Worth means the excess of
(a) the sum of (i) Consolidated Total Tangible Assets plus (ii) 50%
of Deferred Policy Acquisition Costs over (b) Consolidated Total
Liabilities, excluding, however, for the purposes of Section 7.24.1,
the effect of any unrealized gain or loss reported under Statement of Financial
Accounting Standards No. 115. 2.Representations and Warranties of the
Borrower.  The Borrower represents and warrants that:  1 
   (a)           The execution, delivery and
performance by the Borrower of this Amendment have been duly authorized by all
necessary corporate action and that 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; (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 become effective upon
(a) the execution and delivery hereof by the Borrower, the Agent and all
the Lenders, and (b) receipt by the Agent for the benefit of the Lenders
of an amendment fee in the amount of $37,000 (the Amendment Fee). 4.Reference to and Effect Upon the Credit
Agreement. (a)           Except as specifically amended above,
the Credit Agreement and the other Loan 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
Loan Document, nor constitute a waiver of any provision of the Credit Agreement
or any Loan 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. (a)           The Borrower hereby affirms its
obligation under Section 10.7 of the Credit Agreement to reimburse the Agent
for all reasonable costs, internal 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 the
attorneys fees and time charges of attorneys for the Agent with respect
thereto. (b)           The Borrower hereby agrees that on
the Effective Date, the Borrower shall pay the Arranger, the Agent and the
Lenders the Amendment Fee, which Amendment fee shall be deemed fully earned and
non-refundable on the date hereof.  2 
   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]    3