the Company, with such agents having the authority to bind, and issue insurance on behalf of,the Company. In furtherance of such role, the Executive shall devote substantially all of hisbusiness time and attention (except for periods of vacation or absence due to illness), and hisbest efforts, abilities, experience, and talent to the position of President of MMO Agencies, Inc.In the event of termination of the Executive’s employment under this Agreement, the Executive’smembership on any of the boards of directors of any of the Company’s subsidiaries and anycommittees thereof shall also be terminated effective on the date of termination of the Executive’semployment.(b) Place of Employment. The Executive’s principal place of employment shall be DelRay Beach, Florida.(c) In addition to his position as President of MMO Agencies, Inc., the Executive shall beelected to the position of Executive Vice President of the Company. 3. Base Salary.The Executive shall be paid an annualized salary, payable in accordance with the regularpayroll practices of the Company, of not less than $400,000 per year (“Base Salary”), whichamount, $1,200,000 in the aggregate, shall be guaranteed through April 30, 2011, it beingunderstood that in the event that this Agreement is not renewed by the Company for the 2011 year,the Company will nonetheless pay the Executive through April 30, 2011. The Company furtheracknowledges that the Executive is accepting this position in reliance upon the Companyguaranteeing the aforesaid Base Salary in the aggregate and the Annual Incentive Awardscontemplated in Section 4(b). 4. Annual Incentive Awards.(a) The Executive shall participate in the Company’s annual incentive compensation plan with abonus range in the amount of $0 to $300,000, and a target of $150,000 based on MMO Agencies, Inc.producing the amount of Gross Written Premiums indicated for the year identified:   Gross Written Premiums Year$10,000,000 2008$25,000,000 2009$40,000,000 2010$60,000,000 2011(b) Notwithstanding the provisions of Section 4(a), the Executive shall be guaranteed anAnnual Incentive Award of $150,000 in 2008; $100,000 in 2009; and, $75,000 in 2010; provided,however, that the guaranteed Annual Incentive Award for 2008 shall be reduced pro rata if thelaunch of MMO Agencies, Inc. is delayed beyond May 1, 2008. Payment of the Executive’s AnnualIncentive Award shall be made within three (3) months of the Company’s fiscal year-end.
 
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 5. Long-Term Incentive Plan.Contemporaneously with the execution of this Agreement the Company and the Executive will alsoenter into an Award Agreement under the NYMAGIC, INC. Amended and Restated 2004 Long-Term IncentivePlan (the “LTIP”), which shall provide the Executive with the following grants of Restricted ShareUnits and Performance Units under the LTIP:(a) Grant of Restricted Shares. On the Effective date the Executive shall be grantedas a signing bonus 2,500 Restricted Share Units, which shall be awarded in accordance with theterms of the Company’s Equity Compensation Awards Policy, and which shall vest on March 1, 2009,contingent upon the Executive’s continued employment with the Company on that date; and,(b) Grant of Performance Compensation Units. On the Effective Date the Executiveshall be granted a Performance Compensation Award in the amount of 200 Performance Units for each$1 million of Gross Written Premiums produced by MMO Agencies, Inc. in each of 2008, 2009, 2010and, if applicable, 2011, which Performance Compensation Award shall be subject to the achievementof certain performance criteria set forth in the Performance Compensation Award Agreement and theterms of the LTIP (the “Performance Compensation Award”). 6. Employee Benefit Programs.(a) General Benefits. During the Term of Employment the Executive shall be entitledto participate in such employee benefit plans and programs of the Company as are made available tothe Company’s senior level executives or to its employees generally, as such plans or programs maybe in effect from time to time, including, without limitation, health, medical, dental, long-termdisability, profit sharing and travel accident and life insurance plans. 7. Reimbursement of Business and Other Expenses: Perquisites.(a) The Executive is authorized to incur reasonable expenses in carrying out his duties andresponsibilities under this Agreement, and the Company shall promptly reimburse him on a monthlybasis for all such business expenses incurred in connection therewith in the prior month, subjectto documentation in accordance with the Company’s policy. 8. Termination of Employment*.*(a) Termination Due to Death or Disability. The Term of Employment shall beterminated immediately upon the death or disability (as such term is defined under the Company’sLong-Term Disability Plan) of the Executive. In the event the Executive’s employment with theCompany is terminated due to his death or disability, the Executive, his estate or hisbeneficiaries, as the case may be, shall be entitled to and their sole remedies under thisAgreement shall be:
 
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 (i) Base Salary through the date of death or thecommencement date of his eligibility for the Company’s long-termdisability benefits (the “Commencement Date”) as the case may be, whichshall be paid in a single lump sum 15 days following the Executive’sdeath or the Commencement Date, as the case may be;  (ii) pro rata guaranteed Annual Incentive Award forthe year in which the Executive’s death, or the Commencement Date, asthe case may be, occurs, which shall be payable in a lump sum 30 daysafter his death or on the first day following the six-month anniversaryof the Executive’s termination of employment by reason of disability;  (iii) elimination of all restrictions on anyRestricted Share Unit Grants outstanding at the time of his death, orthe Commencement Date, as the case may be;  (iv) immediate vesting of all outstanding stockoptions and the right to exercise such stock options as is provided inany stock option award agreement to which the Executive is a party;  (v) immediate vesting of all outstandingPerformance Compensation Awards for which target performance has beenachieved through the date of death or the Commencement Date, as thecase may be, payable in a lump sum in cash or stock 30 days after hisdeath or on the first day following the six-month anniversary of theExecutive’s termination of employment by reason of disability, as thecase may be;  (vi) the balance of any Annual Incentive Awardsearned as of December 31 of the prior year (but not yet paid), whichshall be paid in a single lump sum and in accordance with the terms ofsuch awards;  (vii) a Performance Compensation Award for the yearin which the Executive dies or becomes disabled, based upon the prorata production of Gross Written Premiums by MMO Agencies, Inc. fromJanuary 1 of such year through the date of the Executive’s death, orthe Commencement Date, and otherwise subject to the terms of thePerformance Compensation Award;  (viii) settlement of all deferred compensation arrangements in accordancewith the Executive’s duly executed Deferral Election Forms; and
 
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 (ix) other or additional benefits then due orearned, payable in accordance with applicable plans and programs of theCompany.(b) Termination by the Company for Cause. (i) The Term of Employment may be terminated by theCompany for Cause. “Cause” shall mean: (A) The Executive’s willful andmaterial breach of Sections 9, 10 or 11;  (B) The Executive is convicted of afelony or pleads guilty or nolo contendre to an offense that isa felony in the jurisdiction where committed;  (C) The Executive engages inconduct that constitutes willful gross neglect or willful grossmisconduct in carrying out his duties under this Agreement,resulting, in either case, in material harm to the financialcondition or reputation of the Company;  (D) The Executive’s failure tocooperate, if requested by the Company’s Board of Directors(the “Board”), with any investigation or inquiry into his orthe Company’s business practices, whether internal or external,including, but not limited to the Executive’s refusal to bedeposed or to provide testimony at any trial or inquiry;  (E) The Executive’s substantial andcontinued refusal to perform his duties; and,  (F) The Executive’s violation of amaterial Company Policy.For purposes of this Agreement, an act or failure to act on the Executive’s part shall beconsidered “willful” if it was done or omitted to be done by him not in good faith, and shall notinclude any act or failure to act resulting from any incapacity of the Executive. (ii) A termination for Cause shall not take effectunless the provisions of this subsection (ii) are complied with. TheExecutive shall be given written notice by the Company of its intentionto terminate him for Cause, such notice (A) to state in detail theparticular act or acts or failure or failures to act that constitutethe grounds on which the proposed termination for Cause is based and(B) to be given within thirty (30) days of the
 
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   Company’s learning of such act or acts or failure or failures toact. The Executive shall have 20 days after the date that suchwritten notice has been given to him in which to cure such conduct,to the extent such cure is possible. If he fails to cure suchconduct, the Executive shall then be entitled to a hearing beforethe Board at which the Executive is entitled to appear. Suchhearing shall be held within 25 days of such notice to theExecutive, provided he requests such hearing within 10 days of thewritten notice from the Company of the intention to terminate himfor Cause. If, within five days following such hearing, theExecutive is furnished written notice by the Board confirming that,in its judgment, grounds for Cause on the basis of the originalnotice exist, he shall thereupon be terminated for Cause.  (iii) In the event the Company terminates theExecutive’s employment for Cause, he shall be entitled to and his soleremedies under this Agreement shall be: (A) Base Salary through the date ofthe termination of his employment for Cause, which shall bepaid in a single lump sum 15 days following the Executive’stermination of employment;  (B) any Annual Incentive Awardsearned as of December 31 of the prior year (but not yet paid),which shall be paid in a single lump and in accordance with theterms of such awards; and  (C) other or additional benefitsthen due or earned, payable in accordance with applicable plansor programs of the Company.(c) Termination Without Cause. In the event the Executive’s employment with theCompany is terminated without Cause (which termination shall be effective as of the date specifiedby the Company in a written notice to the Executive), other than due to death or disability, theExecutive shall be entitled to and his sole remedies under this Agreement shall be: (i) Base Salary through the date of termination ofthe Executive’s employment, which shall be paid in a single lump sum 15days following the Executive’s termination of employment;  (ii) Unpaid Base Salary, which for the avoidance ofdoubt was $1,200,00 upon the Effective Date, and Annual IncentiveAwards guaranteed in accordance with Sections 3 and 4, respectively;
 
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 (iii) elimination of all restrictions on anyRestricted Share Unit Grants outstanding at the time of termination ofemployment;  (iv) immediate vesting of all outstandingPerformance Compensation Awards for which target performance has beenachieved through the date of termination, payable on the first dayfollowing the six-month anniversary of the date of the Executive’stermination of employment;  (v) a Performance Compensation Award for the yearin which the Executive is terminated based upon the pro rata productionof Gross Written Premiums by MMO Agencies, Inc. from January 1 of suchyear through the date of termination, and otherwise subject to theterms of the Performance Compensation Award;  (vi) an award of shares of unrestricted common stockof the Company equal to the number of whole calendar months between thedate of the Executive’s termination of employment and May 1, 2011,times 1,000; and  (vii) other or additional benefits then due orearned, payable in accordance with applicable plans and programs of theCompany.A termination without “Cause” shall mean the Executive’s employment is terminated by theCompany for any reason other than Cause (as defined in Section 8(b)) or due to death ordisability, or the Executive’s employment is terminated by the Executive for “Good Reason.” Forpurposes of this Agreement, “Good Reason” shall mean, without the Executive’s prior writtenconsent: (A) the failure of the Company to pay or cause to be paid, or to provide or cause to beprovided, any part of the Executive’s compensation, benefits or perquisites when due hereunder;(B) the assignment to the Executive of duties inconsistent with the position and status of theExecutive as set forth in this Agreement and/or any diminution in the nature, status or prestigeof the Executive’s title, authority, responsibilities or reporting level from that set forth inthis Agreement; (C) a failure by the Company to obtain from any successor, before any succession(including but not limited to stock or asset sale transaction) takes place, an agreement by thesuccessor to fully assume and perform this Agreement and the obligations hereunder; or (D) amaterial breach of this Agreement by the Company; provided that the events described in clauses(A) through (D) above shall constitute Good Reason only if the Company fails to cure such eventto the Executive’s reasonable satisfaction within thirty (30) days after receipt from theExecutive of written notice of the event which constitutes Good Reason**.**(d) Voluntary Termination. In the event of a termination of employment by theExecutive on his own initiative after delivery of 10 business days advance written notice, otherthan a termination due to death or disability the Executive shall have the same entitlements asprovided in Section 8(b) for a termination for Cause. Notwithstanding any implication to thecontrary, the Executive shall not have the right to terminate his employmentwith the Company during the Term of Employment and any voluntary termination of employment duringthe Term of Employment in violation of this Agreement shall be considered a material breach.
 
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(e) No Mitigation; No Offset. In the event of any termination of employment, theExecutive shall be under no obligation to seek other employment and, amounts due the Executiveunder this Agreement shall not be offset by any remuneration attributable to any subsequentemployment that he may obtain.(f) No Further Liability; Release. In the event of the Executive’s termination ofemployment, payment made and performance by the Company in accordance with this Section 8 shalloperate to fully discharge and release the Company and its directors, officers, employees,subsidiaries, affiliates, stockholders, successors, assigns, agents and representatives from anyfurther obligation or liability with respect to the Executive’s rights under this Agreement. Otherthan payment and performance under this Section 8, the Company and its directors, officers,employees, subsidiaries, affiliates, stockholders, successors, assigns, agents and representativesshall have no further obligation or liability to the Executive or any other person under thisAgreement in the event of the Executive’s termination of employment. The Company shall have theright to condition the payment of any severance or other amounts pursuant to this Section 8 uponthe delivery by the Executive to the Company of a release in the form satisfactory to the Companyreleasing any and all claims the Executive may have against the Company and its directors,officers, employees, subsidiaries, affiliates, stockholders, successors, assigns, agents andrepresentatives arising out of this Agreement. 9. Confidentiality: Cooperation with Regard to Litigation; Non-Disparagement; Return ofCompany Materials.(a) During the Term of Employment and thereafter, the Executive shall not, without the priorwritten consent of the Company, disclose to anyone or make use of any Confidential Information asthat tem is defined in Section 9(c), except in the performance of his duties hereunder or whenrequired to do so by legal process, by any governmental agency having supervisory authority overthe business of the Company or by any administrative or legislative body (including a committeethereof) that requires him to divulge, disclose or make accessible such information. In the eventthat the Executive is so ordered, he shall give prompt written notice to the Company in order toallow the Company the opportunity to object to or otherwise resist such order.(b) During the Term of Employment and thereafter, the Executive shall not disclose theexistence or contents of this Agreement beyond what is disclosed in the Company’s proxy statementor documents filed with the government unless and to the extent such disclosure is required by law,by a governmental agency, or in a document required by law to be filed with a governmental agencyor in connection with enforcement of his rights under this Agreement. In the event that disclosureis so required, the Executive shall give prompt written notice to the Company in order to allow theCompany the opportunity to object to or otherwise resist such requirement.
 
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(c) “Confidential Information” shall mean (i) all information concerning the business of theCompany or any Subsidiary including information relating to any of its or their products, productdevelopment, trade secrets, agents, brokers, customers, suppliers, finances, and business plans andstrategies, and (ii) information regarding the organization structure and the names, titles,status, compensation, benefits and other proprietary employment-related aspects of the employees ofthe Company and the Company’s employment practices. Excluded from the definition of ConfidentialInformation is information (A) that is or becomes part of the public domain, other than through thebreach of this Agreement by the Executive or (B) regarding the Company’s business or industryproperly acquired by the Executive in the course of his career as an executive in the Company’sindustry and independent of the Executive’s employment by the Company. For this purpose,information known or available generally within the trade or industry of the Company or anySubsidiary shall be deemed to be known or available to the public.(d) “Subsidiary” shall mean any corporation controlled directly or indirectly by the Company.(e) The Executive agrees to cooperate with the Company, during the Term of Employment andthereafter (including following the Executive’s termination of employment for any reason), bymaking himself reasonably available to testify on behalf of the Company in any action, suit, orproceeding, whether civil, criminal, administrative, or investigative, and to assist the Company,or any Subsidiary, in any such action, suit, or proceeding, by providing information and meetingand consulting with the representatives of or counsel to, the Company, or any Subsidiary asrequested; provided, however that the same does not materially interfere with his then currentprofessional activities. The Company agrees to reimburse the Executive on a monthly basis for allexpenses actually incurred in the prior month in connection with his provision of testimony orassistance.(f) The Executive agrees that, during the Term of Employment and thereafter (includingfollowing the Executive’s termination of employment for any reason) he will not make statements orrepresentations, or otherwise communicate, directly or indirectly, in writing, orally, orotherwise, or take any action which may, directly or indirectly, disparage the Company or anySubsidiary or their respective officers, directors, employees, advisors, businesses or reputations.The Company agrees that, during the Term of Employment and thereafter (including following theExecutive’s termination of employment for any reason) the Company will not make statements orrepresentations, or otherwise communicate, directly or indirectly, in writing, orally, orotherwise, or take any action which may directly or indirectly, disparage the Executive or hisbusiness or reputation. Notwithstanding the foregoing, nothing in this Agreement shall precludeeither the Executive or the Company from making truthful statements or disclosures that arerequired by applicable law, regulation, or legal process.(g) Upon any termination of employment, the Executive agrees to deliver to the Company anyCompany property and any documents, notes, drawings, specifications, computer software, data andother materials of any nature pertaining to any Confidential Information that are held by theExecutive and will not take any of the foregoing, or any reproduction of any of the foregoing, thatis embodied in any tangible medium of expression.
 
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 10. Protection of the Company’s Business.(a) The Executive recognizes that the signing bonus provided for in Section 5(a) is anintegral portion of the consideration to be paid by the Company to the Executive.(b) The Executive recognizes the Company’s legitimate interest in protecting, for a reasonableperiod of time following the termination of the Executive’s employment, the accounts of MMOAgencies, Inc. and the accounts of the Company with which the Executive will be associated duringhis employment. Accordingly, the Executive understands and agrees that for a period of two (2)years following the termination of his employment for any reason, except for termination withoutCause as defined in Section 8(b) or by the Executive for Good Reason as defined in Section 8(c), hewill not, directly or indirectly, (i) solicit, serve, sell to, divert, receive or otherwise handleinsurance-related business with any individual, partnership, corporation or association that (A)is, or during the two-year period immediately preceding such termination, was an agent, client,customer or account of MMO Agencies, Inc. or of the Company’s with which the Executive wasassociated during his employment, or (B) is a person who has received a written proposal orsolicitation from MMO Agencies, Inc. in the two (2) years immediately preceding such termination;or (ii) solicit, place, market, accept, aid, counsel or consult in the underwriting, renewal,discontinuance or replacement of any insurance (including self-insurance) by, or handleself-insurance programs, insurance claims, risk management services or other insuranceadministrative or service functions for, any account of MMO Agencies, Inc. or of the Company’s forwhich he performed any of the foregoing functions during the two-year period immediately precedingsuch termination.(c) For purposes of Sections 9 and 10 all references to “the Company” shall be deemed toinclude NYMAGIC, INC. and its Subsidiaries. For the purposes of the covenants set forth in thisSection 10, the words “directly or indirectly” as they modify a prohibited activity shall includeacting as an agent, representative or employee of any enterprise, which so acts, and includes anydirect or indirect participation in such acting enterprise as a material creditor, owner, lender,partner, limited partner, joint venture, or stockholder, except as a stockholder holding less thana one percent (1%) interest in a corporation whose shares are traded on a national securitiesexchange or quoted on Nasdaq. To the extent that the covenants set forth in this Section 10, or anyword, phrase, clause, or sentence thereof (including any geographical or temporal restrictionscontained in such covenants) shall be found to be illegal or unenforceable for any reason, suchword, clause, phrase or sentence shall be modified or deleted in such a manner so as to afford theCompany fullest protection commensurate with making the covenant, as modified, legal andenforceable under applicable laws, and the balance of the covenants, or parts thereof, shall not beaffected thereby, the balance being construed as severable and independent.
 
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 11. Non-solicitation of Employees*.*During the period beginning with the Effective Date and ending two (2) years following thetermination of the Executive’s employment, the Executive shall not induceemployees of the Company or any Subsidiary to terminate their employment; provided, however, thatthe foregoing shall not be construed to prevent the Executive from engaging in generic nontargetedadvertising for employees generally. During such period, the Executive shall not hire, eitherdirectly or through any employee, agent or representative, any employee of the Company or anySubsidiary or any person who was employed by the Company or any Subsidiary within 180 days of suchintended hiring. 12. Remedies.In addition to whatever other rights and remedies the Company may have at equity or in law, ifthe Executive breaches any of the provisions contained in Sections 9, 10 or 11 above, the Company(a) shall have its rights under Section 8, (b) shall have the right to immediately terminate allpayments and benefits due under this Agreement and (c) shall have the right to seek injunctiverelief. The Executive acknowledges that such a breach of Sections 9, 10 or 11 would causeirreparable injury and that money damages would not provide an adequate remedy for the Company;provided, however, the foregoing shall not prevent the Executive from contesting the issuance ofany such injunction on the ground that no violation or threatened violation of Sections 9, 10 or 11has occurred. 13. Resolution of Disputes.Any controversy or claim arising out of or relating to this Agreement or any breach orasserted breach hereof or questioning the validity and binding effect hereof arising under or inconnection with this Agreement shall be resolved by binding arbitration to be held in New York, NewYork in accordance with the rules and procedures of the American Arbitration Association; provided,however, that applications for injunctive relief arising under or in connection with Sections 9, 10and 11 shall be submitted to the federal or state courts in the State of New York. Judgment uponthe award rendered by the arbitrator(s) may be entered in any court having jurisdiction thereof. 14. Indemnification.(a) Company Indemnity. The Company agrees that if the Executive is made a party, oris threatened to be made a party, to any action, suit or proceeding, whether civil, criminal,administrative or investigative (a “Proceeding”), by reason of the fact that he is or was adirector, officer or employee of the Company or any Subsidiary or is or was serving at the requestof the Company or any Subsidiary as a director, officer, member, employee or agent of anothercorporation, partnership, joint venture, trust or other enterprise, including service with respectto employee benefit plans, whether or not the basis of such Proceeding is the Executive’s allegedaction in an official capacity while serving as a director, officer, member, employee or agent, theExecutive shall be indemnified and held harmless by the Company to the fullest extent legallypermitted or authorized by the Company’s certificate of incorporation or bylaws or resolutions ofthe Company’s Board or, if greater, by the laws of the State of New York against all cost, expense,liability and loss (including, without limitation, attorney’s fees) reasonably incurred or sufferedby the Executive in connection therewith, and suchindemnification shall continue as to the Executive even if he has ceased to be a director, officer,employee or agent of the Company or other entity and shall inure to the benefit of the Executive’sheirs, executors and administrators.
 
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The Executive represents that he is not a party to any agreement that purports to restrict orrestrain in any manner whatsoever his employment or ability to work, except for his EmploymentAgreement with Arthur J. Gallagher & Co. dated September, 2004 (the “Gallagher Agreement”), a trueand complete copy of which he has provided to the Company, and the Company acknowledges and agreesthat the indemnity contained herein shall extend to any Proceeding related to the Executive’salleged breach of the Gallagher Agreement, including (but not limited to) Section 8 thereof.(b) No Presumption Regarding Standard of Conduct. Neither the failure of the Company(including its Board, independent legal counsel or stockholders) to have made a determination priorto the commencement of any proceeding concerning payment of amounts claimed by the Executive underSection 14(a) that indemnification of the Executive is proper because he has met the applicablestandard of conduct, nor a determination by the Company (including its Board, independent legalcounsel or stockholders) that the Executive has not met such applicable standard of conduct, shallcreate a presumption that the Executive has not met the applicable standard of conduct.(c) Deferred Compensation Indemnity. The intent of the parties is that payments and benefitsunder this Agreement comply with Internal Revenue Code Section 409A and the regulations andguidance promulgated thereunder (collectively “Code Section 409A”) and, accordingly, to the maximumextent permitted, this Agreement shall be interpreted to be in compliance therewith. In the eventthat any tax, interest or penalties are imposed on Executive as a result of any failure to complywith Code Section 409A or Executive is subject to any other losses as a result thereof, the Companyshall, consistent with this paragraph, defend, indemnify and hold harmless Executive therefrom. 15. Effect of Agreement on Other Benefits.Except as specifically provided in this Agreement, the existence of this Agreement shall notbe interpreted to preclude, prohibit or restrict the Executive’s participation in any otheremployee benefit or other plans or programs in which he currently participates. 16. Assignability: Binding Nature.This Agreement shall be binding upon and inure to the benefit of the Company and to theExecutive and their respective heirs, successors and assigns, except that the Executive shall nothave the right to delegate his obligations hereunder or to assign his rightshereunder or any interest herein except those rights and obligations that are the subject ofSection 21, which may be assigned or transferred. The Company and the Executive acknowledge andagree that this Agreement shall be assigned or transferred in connection with the merger,consolidation, sale, or transfer of all, or substantially all, of the assets of the Company.
 
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 17. Representation.The Company represents and warrants that it is fully authorized and empowered to enter intothis Agreement and that the performance of its obligations under this Agreement will not violateany agreement between it and any other person, firm or organization. 18. Entire Agreement.This Agreement contains the entire understanding and agreement between the Parties concerningthe subject matter hereof and, as of the Effective Date, supersedes all prior agreements,understandings, discussions, negotiations and undertakings, whether written or oral, between theParties with respect thereto, except with respect to the Award Agreement referred to in Section 5and entered into contemporaneously herewith. 19. Amendment or Waiver.No provision in this Agreement may be amended unless such amendment is agreed to in writingand signed by the Executive and an authorized officer of the Company. Except as set forth herein,no delay or omission to exercise any right, power or remedy accruing to any Party shall impair anysuch right, power or remedy or shall be construed to be a waiver of or an acquiescence to anybreach hereof. No waiver by either Party of any breach by the other Party of any condition orprovision contained in this Agreement to be performed by such other Party shall be deemed a waiverof a similar or dissimilar condition or provision at the same or any prior or subsequent time. Anywaiver must be in writing and signed by the Executive or an authorized officer of the Company, asthe case may be. 20. Severability.In the event that any provision or portion of this Agreement shall be determined to be invalidor unenforceable for any reason, in whole or in part, the remaining provisions of this Agreementshall be unaffected thereby and shall remain in full force and effect to the fullest extentpermitted by law. 21. Survivorship.The respective rights and obligations of the Parties hereunder shall survive any terminationof the Executive’s employment to the extent necessary to the intended preservation of such rightsand obligations.
 
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 22. Governing Law/Jurisdiction.This Agreement shall be governed by and construed and interpreted in accordance with the lawsof New York without reference to principles of conflict of laws. Subject to Section 13, theCompany and the Executive hereby consent to the jurisdiction of any or all of the following courtsfor purposes of resolving any dispute under this Agreement: (i) the United States District Courtfor the Southern District of New York or (ii) any of the courts of the State of New York. TheCompany and the Executive further agree that any service of process or notice requirements in anysuch proceeding shall be satisfied if the rules of such court relating thereto have beensubstantially satisfied. The Company and the Executive hereby waive, to the fullest extentpermitted by applicable law, any objection which it or he may now or hereafter have to suchjurisdiction and any defense of inconvenient forum. 23. Notices.Any notice given to a Party shall be in writing and shall be deemed to have been given whendelivered personally or sent by certified or registered mail, postage prepaid, return receiptrequested, duly addressed to the Party concerned at the address indicated below or to such changedaddress as such Party may subsequently give such notice of:If to the Company:Paul J. HartGeneral CounselNYMAGIC, INC.919 Third Avenue, 10th FloorNew York, New York 10022If to the Executive:Glenn R. Yanoff6710 Royal Orchid CircleDelray Beach, FL 33446 24. Headings and Construction.The headings of the sections contained in this Agreement are for convenience only and shallnot be deemed to control or affect the meaning or construction of any provision of this Agreement.For purposes of this Agreement, the term “termination” when used in the context of a condition to,or timing of, payment hereunder shall be interpreted to mean a “separation from service” as thatterm is used in Section 409A of the Code. 25. Counterparts.This Agreement may be executed in two or more counterparts.
 
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**[Remainder of Page Intentionally Left Blank; Signature Page Follows]**
 
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IN WITNESS WHEREOF, the undersigned have executed this Agreement as of the date first writtenabove.      NYMAGIC, INC.