Exhibit 10.68





Exhibit 10.68




INDEMNIFICATION AGREEMENT




Dated as of December         , 2008 by and between

NYMAGIC, INC. (the “Company”)

And ________ (“the Indemnitee”)




WHEREAS, the Company’s amended and restated by-laws (“By-laws”) provide, among other things,
that the Company will indemnify to the fullest extent then permissible under the New York Business
Corporation Law (the “BCL”) and the Insurance Law of New York (the “Insurance Law”) any person who
shall serve at any time as a director or officer of the Company; and



WHEREAS, the Company wishes to clarify and enhance the rights and obligations of Company and
Indemnitee with respect to indemnification; and



WHEREAS, the Company desires to have the Indemnitee continue to serve as a director free from
concern about incurring personal liability by reason of the Indemnitee’s acting in good faith in
performance of the Indemnitee’s duty to Company.



NOW, THEREFORE, in consideration of the Indemnitee’s service or continued service as a
director of Company, the parties agree as follows:



1. The Indemnitee will serve or continue to serve as director of the Company faithfully and to
the best of the Indemnitee’s ability so long as the Indemnitee is duly elected and until such time
as the Indemnitee is no longer serving as a director.



2. Notwithstanding any other indemnification rights provided in this Agreement, the By-laws,
the Insurance Law or otherwise provided by law, and without limiting such other indemnification
rights, the Company shall continue to maintain liability insurance for its directors arising out
their service to and on behalf of the Company.



3. The Company shall indemnify the Indemnitee to the fullest extent permitted by the BCL, the
By-laws in effect on the date hereof and the Insurance Law, or to the fullest extent permitted if
the BCL, the By-laws or the Insurance Law are amended to require or permit indemnification, expense
advancement or exculpation more favorable to the Indemnitee than so permitted prior to such
amendment. It being the intent of this provision, that in the event of any changes in the BCL, the
By-laws or the Insurance Law after the date of this Agreement that expand (but not diminish) the
right of the Company to indemnify its directors, or require or permit indemnification, expense
advancement or exculpation more favorable to the Indemnitee, that such changes shall be deemed to
be included in the Indemnitee’s rights and the Company’s obligations under this Agreement.



 


 









 




4. Notwithstanding any other indemnification rights permitted under the BCL, the By-Laws, the
Insurance Law or any insurance maintained by the Company, the Indemnitee shall be indemnified by
the Company against:




(a) all costs, judgments, penalties, fines, liabilities, amounts paid in settlement by
or on behalf of the Indemnitee in connection with any claim, action or proceeding arising
out of or with respect to the Indemnitee’s service as director so long as the Indemnitee
acted in good faith and in a manner the Indemnitee reasonably believed to be in the best
interests of Company; and




(b) all expenses, including reasonable attorney’s fees, incurred by the Indemnitee in
any such claim, action or proceeding. These expenses shall be paid or reimbursed by Company
from time to time at the request of the Indemnitee in advance of final disposition of such
claim, action or proceeding; provided, however, that if it is finally determined in
accordance with the BCL, the Insurance Law or other law that the Indemnitee was not entitled
to payment of such expenses, the Indemnitee agrees, in consideration of this Agreement, to
reimburse the Company for such expenses.



5. All obligations of the Company contained in this Agreement are intended to be retroactive,
and shall continue during the period the Indemnitee serves as director of Company, and shall
continue thereafter with respect to any claims arising out of Indemnitee’s service as a director of
Company, regardless of when those claims are first made. In the event of any change in the BCL, the
Insurance Law or the By-laws that limits or restricts the right of the Company to indemnify its
directors, or requires or permits indemnification, expense advancement or exculpation less
favorable to the Indemnitee than is permitted by the BCL, the By-laws in effect prior to any such
amendment or the Insurance Law, such changes (to the extent not otherwise required by law to be
applied to this Agreement) shall have no effect on this Agreement or the parties’ rights and
obligations hereunder.



6. The rights of indemnification provided to the Indemnitee by this Agreement shall not be
exclusive of any other rights to which the Indemnitee may be entitled under the BCL, the Insurance
Law, any other statute, the By-laws, any insurance policy, agreement, vote of directors or
otherwise.



7. The Indemnitee agrees to provide prompt notice of any pending or threatened claim, action
or proceeding against the Indemnitee, and shall cooperate with the Company as may be necessary or
appropriate to respond and/or defend against such claim, action or proceeding.



8. This Agreement shall be binding on all successors and assigns of the Company and shall
inure to the benefit of the heirs, personal representatives and estate of the Indemnitee.



9. This Agreement cannot be amended, modified, or terminated without the express written
consent of the Company and the Indemnitee.



10. This Agreement shall be interpreted and enforced in accordance with the internal laws of
the State of New York without reference to conflicts of laws principles.



11. This Agreement may be executed in counterparts, each of which shall be deemed
an original.


 


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IN WITNESS WHEREOF, the parties hereto have executed this Agreement on and as of the day and
year first written above.



	 	 	 	 	 
	 	NYMAGIC, INC.

 	 
	 	By:  	
 	 
	 	 	Name:  	Paul J. Hart                                  	 
	 	 	Title:  	Executive Vice President,

General Counsel and Secretary 
	 
	 	INDEMNITEE
 	 
	 	
 	 
	 	Name:  	 	 




 


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