FORM 4 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person * EISDORFER R SCOTT   2. Issuer Name and Ticker or Trading Symbol NAVIGATORS GROUP INC [NAVG] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director _____ 10% Owner __X__ Officer (give title below) _____ Other (specify below) SVP & Chief Admin Officer (Last) (First) (Middle) ONE PENN PLAZA 3. Date of Earliest Transaction (Month/Day/Year) 05/24/2006 (Street) NEW YORK, NY 10119 4. If Amendment, Date Original Filed(Month/Day/Year) 6. Individual or Joint/Group Filing(Check Applicable Line) _X_ Form filed by One Reporting Person ___ Form filed by More than One Reporting Person (City) (State) (Zip) Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned

1.Title of Security (Instr. 3) 2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4) Code V Amount (A) or (D) Price Common Stock 05/24/2006   M   5,000 A $ 10.875 14,811 (1) D   Common Stock 05/24/2006   D   5,000 D $ 42.02 14,811 (1) D   Common Stock 03/22/2007   M   5,000 A $ 10.875 14,811 (1) D   Common Stock 03/22/2007   D   5,000 D $ 51.07 14,811 (1) D   Common Stock 06/18/2007   M   5,000 A $ 10.875 14,811 (1) D   Common Stock 06/18/2007   D   5,000 D $ 52.75 14,811 (1) D   Common Stock 12/31/2007   M   5,000 A $ 10.875 14,811 (1) D   Common Stock 12/31/2007   D   5,000 D $ 65 14,811 (1) D   Common Stock 09/19/2008   M   5,000 A $ 10.5 14,811 (1) D   Common Stock 09/19/2008   D   5,000 D $ 64.97 14,811 (1) D   Common Stock 09/23/2009   M   5,000 A $ 10.5 19,811 (2) D   Common Stock 09/23/2009   D   5,000 D $ 52.61 14,811 (2) D

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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)

1. Title of Derivative Security (Instr. 3)

2. Conversion or Exercise Price of Derivative Security

3. Transaction Date (Month/Day/Year)

3A. Deemed Execution Date, if any (Month/Day/Year)

4. Transaction Code (Instr. 8)

5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4, and 5)

6. Date Exercisable and Expiration Date (Month/Day/Year)

7. Title and Amount of Underlying Securities (Instr. 3 and 4)

8. Price of Derivative Security (Instr. 5)

9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)

10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4)

11. Nature of Indirect Beneficial Ownership (Instr. 4)

Code

V

(A)

(D)

Date Exercisable

Expiration Date

Title

Amount or Number of Shares

Stock Appreciation Rights

$ 10.875

05/24/2006

M

5,000

01/12/2001

01/12/2010

Common Stock

5,000

$ 0

15,000

D

Stock Appreciation Rights

$ 10.875

03/22/2007

M

5,000

01/12/2002

01/12/2010

Common Stock

5,000

$ 0

10,000

D

Stock Appreciation Rights

$ 10.875

06/18/2007

M

5,000

01/12/2003

01/12/2010

Common Stock

5,000

$ 0

5,000

D

Stock Appreciation Rights

$ 10.875

12/31/2007

M

5,000

01/12/2004

01/12/2010

Common Stock

5,000

$ 0

0

D

Stock Appreciation Rights

$ 10.5

09/19/2008

M

5,000

09/29/2002

09/29/2010

Common Stock

5,000

$ 0

5,000

D

Stock Appreciation Rights

$ 10.5

09/23/2009

M

5,000

09/29/2004

09/29/2010

Common Stock

5,000

$ 0

0

D

Reporting Owners

Reporting Owner Name / Address	Relationships
	Director	10% Owner	Officer	Other
EISDORFER R SCOTT ONE PENN PLAZA NEW YORK, NY 10119			SVP & Chief Admin Officer

Signatures

R. Scott Eisdorfer		12/24/2009
**Signature of Reporting Person		Date

Explanation of Responses:

*	If the form is filed by more than one reporting person, see Instruction 4(b)(v).
**	Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
(1)	Mr. Eisdorfer was granted an aggregate of 30,000 stock appreciation rights ("SARs") in 2000. There was an inadvertent omission to disclose the exercise of such SARs at the time that such transactions occurred and such SARs exercises are therefore now being disclosed herein. Mr. Eisdorfer currently owns 14,811 shares, excluding nonvested shares of restricted stock. The records of ownership at the time of this series of transactions are not available.
(2)	Excludes nonvested shares of restricted stock.

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