Exhibit

10-22




 




	

  


  	

  THE NAVIGATORS GROUP, INC.


  	

   


  





 




 




October

9, 2003




 




Mr. Paul J. Malvasio




8 Northfield Drive




Westport, CT 06880




 




Dear Paul:




 




We are pleased to extend an offer of

employment to join The Navigators Group, Inc. as Executive Vice President and

Chief Financial Officer.  This letter

cancels and replaces our prior employment offer letter of October 6, 2003.  Details of our offer are as follows:




 




	

  Position:


  	

  Executive

  Vice President and Chief Financial Officer


  
	

   


  	

  The

  Navigators Group, Inc.


  
	

   


  	

   


  
	

   


  	

  Executive

  Vice President, Chief Financial Officer and Director


  
	

   


  	

  Navigators

  Insurance Company


  
	

   


  	

  NIC

  Insurance Company


  
	

   


  	

  Navigators

  Management Company, Inc.


  
	

   


  	

   


  
	

   


  	

  Director


  
	

   


  	

  Navigators

  Holdings U.K. Limited


  
	

   


  	

   


  
	

  Position Reports to:


  	

  President

  and Chief Executive Officer


  
	

   


  	

  The

  Navigators Group, Inc.


  
	

   


  	

   


  
	

  Scope or Responsibility:


  	

   


  





 




Senior Financial Executive

within The Navigators Group, Inc., responsible for:




 




1.     Overall responsibility for

financial management of The Navigators Group, Inc. and all subsidiaries




2.     Management of capital

requirements of all operations




3.     Manage relationships with

banking syndicate, ratings agencies, and investment bankers




4.     Responsibility for

establishment of adequate loss reserves and integrity of the reserve setting

process




5.     Management of budgeting,

forecasting and capital allocation process




6.     Management of reinsurance

accounting functions and participation on Reinsurance Security Committee




7.     Management of investor

relations




8.     Production of quarterly

Group and Insurance Company Board packages




9.     Compliance with all SEC and

NASDAQ requirements, including preparation of annual proxy statement, 10-K and

quarterly 10-Q




10.   Oversee the U.S. investment

managers working to implement strategies established in conjunction with the

Finance Committee of the Group Board




11.   Forecast and manage Group

cash flow and cash requirements




 




Reckson Executive

Park, 6 International Drive, Rye Brook, N.Y. 10573




Tel. (914)

934-8999   Fax (914) 934-2355




 































 




Key Short Term Requirements:




 




1.     Assure accurate and timely

financial reporting, internally and externally




2.     Improve the financial

reporting process to exceed the requirements of Section 404 of Sarbanes-Oxley




3.     Evaluate adequacy of staff




4.     Restructure the financial

reporting package provided to the Group Board




5.     Evaluate and improve the

process for establishment of IBNR




6.     Evaluate adequacy and

recommend potential changes to current banking relationships




 




	

  Additional Responsibilities:


  	

  Member

  of the Executive Management Team of Navigators.  Other responsibilities as assigned by the Chief Executive

  Officer.


  
	

   


  	

   


  
	

  Base Salary:


  	

  $275,000,

  subject to annual review beginning July, 2004.


  
	

   


  	

   


  
	

  Cash Bonus:


  	

  Participation

  in the Executive Bonus Plan for The Navigators Group, Inc.  Subject to annual approval by the

  Compensation Committee, you will be eligible for an annual performance bonus

  of 0-100% of base salary, beginning with your date of employment.


  
	

   


  	

   


  
	

  Stock Grants:


  	

  You

  will be awarded a grant of 17,500 shares of stock in The Navigators Group,

  Inc., vesting as shown below.  Based

  upon the closing market price of Navigators Stock (ticker symbol “NAVG” on

  NASDAQ) of $30.06 on October 3, 2003, this award has a current value of

  $526,050


  





 




12

months from start date – 4,375 shares




24

months from start date – 4,375 shares




36

months from start date – 4,375 shares




48

months from start date – 4,375 shares




 




	

  Pension Plan:


  	

  You

  will be eligible for participation in our pension plan for the 2005

  year.  At present, Navigators

  contributes up to 15% of base salary to the pension plan annually.  Details of this plan are discussed in our

  employee manual.


  
	

   


  	

   


  
	

  Medical/Dental/Life:


  	

  Standard

  Company Benefits


  





 




Vacation:               4 weeks paid vacation annually.




 




Location:               Your position will be based

in our Rye Brook, New York office.  It

is expected that your responsibilities will require you to travel in the course

of your duties.




 




Your initial position will be as Executive

Vice President, Finance and Planning, reporting to the Chief Executive

Officer.  Subject to acceptable

performance, you will be named Chief Financial Officer on December 1, 2003.




 




If, during the first three years of your

employment, you are either terminated as a result of a change in control of the

Navigators Group, Inc., by which a party other than Terence N. Deeks and/or his

family attain ownership of more than 50% of the common stock of the Company, or

are terminated without cause, you will be entitled to




 




2































 




continue to receive your base salary (paid at

standard pay period intervals) and medical benefits for a period of one year.




 




Paul, I hope you will find our employment

offer to be attractive and that you will join Navigators as soon as

possible.  This employment offer is

valid through October 30, 2003.  I look

forward to your response.




 




	

   


  	

   


  	

   


  	

  Sincerely,


  
	

   


  	

   


  	

   


  	

   


  
	

   


  	

   


  	

   


  	

   


  
	

   


  	

   


  	

   


  	

  Stanley A. Galanski


  
	

   


  	

   


  	

   


  	

  President and Chief

  Executive Officer


  
	

   


  	

   


  	

   


  	

  The Navigators Group, Inc.


  
	

   


  	

   


  	

   


  	

  Navigators Insurance

  Company


  
	

   


  	

   


  	

   


  	

  NIC Insurance Company


  
	

   


  	

   


  	

   


  	

  Navigators Management

  Company, Inc.


  
	

   


  	

   


  	

   


  	

   


  
	

  cc:  Marilynn Gallo


  	

   


  	

   


  	

   


  





 




3































 




Paul Malvasio




 




From:        Stan

GaIanski SGALANSK1@navg.com




 




Sent:         Monday,

October 13, 2003 4:16 PM




 




To:             pjmalvasio@optonline.net




 




Subject:    Open Item I Confirming Today’s Telephone

Conversation




 




PauI:




As we discussed, we agree

to provide for accelerated vesting of your stock grant in the event of a change

of control in which Navigators is not the surviving entity, or in which your

employment is terminated as a result of the change of control. There will be no

acceleration of vesting in the event of termination, whether for cause or for

other than cause, absent the change of control.




 




Paul, we are looking

forward to your start date of October 23.