**Exhibit 10-1**

 

April 1, 2005 “Revised 5/18/05”

 

Mr. Elliot Orol

200 East 82nd Street

New York, New York 10028

 

Dear Elliot:

 

To confirm our recentconversations, I am  pleased to extend aformal offer of  full time employmentwith The Navigators Group, Inc.  Terms ofour offer are as follows:

 
| **Position**              |   | Senior Vice  President and General Counsel of |
|---------------------------|--------|-----------------------------------------------|
|                      |   | Navigators  Management Company                |
|                      |   | Navigators  Insurance Company                 |
|                      |   | NIC  Insurance Company                        |
|                      |   |                                          |
| **Position  Reports to**: |   | Stan  Galanski                                |

 

 

**Scope orResponsibility**:

 

Manage the legal needs ofNavigators and specific projects as assigned by the President. Provide counselto NMC’s management team on relevant legal matters. Provide counsel to HumanResources manager on employment related legal matters. Serve as Chief ComplianceOfficer for Navigators. Manage the  statefilings, agency licensing, and regulatory compliance function.

 

**KeyFunctional Responsibilities**:

 

1.               Serveas Chief Compliance Officer

2.               Providelegal counsel to Navigator’s executive management team and staff.

3.               Coordinateuse of outside legal counsel in a cost effective manner.

4.               Serveas Chair of the PSA/ Commission Practices Committee

5.               Managethe state filings / regulatory compliance unit in Schaumburg.

 

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6.               Handlecontract approval process and get involved in contract negotiations as requiredfor written contracts ranging from leases to agency agreements.

7.               Serveon the Disclosure Committee

8.               Providelegal counsel to Human Resources on employment related legal issues.

9.               Otherresponsibilities as may be assigned by the President of NMC.

 
| **Base  Salary**:        |   | $210,000  annually, payable semi-monthly.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             |
|--------------------------|--------|---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|                     |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  |
| **Cash  Bonus**:         |   | You will be  eligible for an annual incentive compensation award based upon a combination  of corporate and individual performance. For 2005, your target bonus award is  60% of your base salary. Your actual award will be between 0 and 150% of your  target, based upon performance. Annual incentive awards are paid through a  combination of cash and long term incentives (stock, stock options or SAR’s).                                                                                                               |
|                     |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  |
| **Pension  Plan**:       |   | You will be  eligible for participation in the Money Purchase Plan beginning in 2006.  Although contributions are not guaranteed, Navigators has contributed an  amount equal to 15% of a participating employees’ base salary to the pension  plan each year since the inception of the plan. The benefit is entirely  funded by Navigators. At the conclusion of each calendar year, the Board of  Directors determines the amount of the contribution as a percentage of base  salary, based upon the Company’s results. |
|                     |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  |
| **Medical/Dental/Life**: |   | Navigators  maintains high quality company benefits, including medical, dental and life  insurance; a 401-k plan; a discounted Employee Stock Purchase Plan;  Educational Assistance and an Employee Assistance Plan.                                                                                                                                                                                                                                                                                                                 |
|                     |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  |
| **Vacation**:            |   | You will be  eligible for 4 weeks paid vacation annually.                                                                                                                                                                                                                                                                                                                                                                                                                                                                             |
|                     |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  |
| **Location**:            |   | Rye Brook,  New York. It is expected that your responsibilities will require periodic  travel.                                                                                                                                                                                                                                                                                                                                                                                                                                        |

 

Subject to acceptableperformance, I will recommend that you be promoted to Senior Vice President andGeneral Counsel of The Navigators Group, Inc. within the next six months.  Your salary will be adjusted to an annualbase salary of $225,000 at the time of that promotion.

 

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All specific benefit termsoutlined in this offer letter are subject to the specific plan descriptionsprovided in our employee manual.

 

I have enjoyed having theopportunity to work with you over the past 150 days and recognize the broadinvolvement you’ve had in the company.  Ilook forward to your ongoing contribution to Navigators going forward.

 

 
|   | Sincerely,                           |
|--------|--------------------------------------|
|   |                                 |
|   | /s/ Stanley  A. Galanski             |   |
|   |                                 |
|   | Stanley A.  Galanski                 |
|   | President                            |
|   | The  Navigators Group, Inc.          |
|   | Navigators  Insurance Company        |
|   | NIC  Insurance Company               |
|   | Navigators  Management Company, Inc. |

 

 

cc:           MarilynnGallo

 

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