0001104659-06-025061 Sample Contracts

ASSIGNMENT AGREEMENT
Assignment Agreement • April 14th, 2006 • Navigators Group Inc • Fire, marine & casualty insurance • Illinois

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:

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FIRST SUPPLEMENTAL INDENTURE TO INDENTURE DATED AS OF APRIL 17, 2006 SENIOR DEBT SECURITIES Dated as of April 17, 2006
Indenture • April 14th, 2006 • Navigators Group Inc • Fire, marine & casualty insurance • New York

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.

AMENDMENT NO. 1 TO SECOND AMENDED AND RESTATED CREDIT AGREEMENT
Credit Agreement • April 14th, 2006 • Navigators Group Inc • Fire, marine & casualty insurance • Illinois

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.

The Navigators Group, Inc. 7.0% Senior Notes due 2016 UNDERWRITING AGREEMENT
Underwriting Agreement • April 14th, 2006 • Navigators Group Inc • Fire, marine & casualty insurance • New York
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