AGREEMENT, made as of this 9th
day of January, 2007 by and between NYMAGIC, INC. (the
Company), having its principal place of business in 919 Third Avenue, 10th
, NY 10022
George R. Trumbull, III (the Grantee), the Chairman of the Company.
WHEREAS, the Grantee is now employed by the Company (the Company when used herein with
reference to employment of the Grantee, shall include any Affiliate of the Company as defined in
the Plan) as Chairman pursuant to an Employment Agreement (the Employment Agreement) between the
Grantee and the Company entered into contemporaneously with this Award Agreement; and
WHEREAS, the Company has adopted the NYMAGIC, INC. 2004 Amended and Restated
Incentive (the Plan) under which the Company may grant to key employees awards of Restricted
Shares as defined in the Plan, providing the Grantee with shares of common stock, par value $1 per
share, of the Company (the Shares) subject to restrictions set forth in the Plan and in this
Award Agreement; and
WHEREAS, the Company desires to grant to the Grantee an award of Restricted Shares pursuant to
the resolution of the Board of Directors of the Company adopted on December 6, 2006;
NOW THEREFORE, in consideration of the covenants and agreements herein contained and intending
to be legally bound, the parties hereto hereby agree with each other as follows:
1. Grant. Subject to the terms and conditions set forth herein and to the terms of
the Plan, and in order to provide an incentive for the Grantee, as a key employee, to work for the
long-range success of the Company, the Company hereby awards to the Grantee 5,000 Restricted
Shares, subject to adjustment as provided in the Plan.
2. Vesting. The Shares underlying the Restricted Shares awarded to the Grantee under
this Award Agreement shall vest on December 31, 2007 if the Grantee is, and has been, since the
date of this Agreement employed by the Company on that date. If the Grantees employment with the
Company terminates prior to December 31, 2007, the Shares underlying the Restricted Shares awarded
to the Grantee under this Award Agreement shall be forfeited unless otherwise provided in
accordance with the terms of the Employment Agreement.
3. Issuance. The Shares underlying the Restricted Shares subject to this Award
Agreement will be issued in accordance with the terms of the Plan.
4. Binding Effect. Except as otherwise provided in this Award Agreement or in
the Plan, every covenant, term, and provision of this Award Agreement shall be binding upon and
inure to the benefit of the parties hereto and their respective successors, transferees, and
5. No Additional Rights. In no event shall the award of the Restricted Shares
hereunder or the acceptance of this Award Agreement by the Grantee give or be deemed to give the
Grantee any right to continued retention as an independent contractor, service provider, or
employee by the Company or any affiliate of the Company.
6. Severability. If any part or parts of this Award Agreement or the Plan shall be
held illegal or unenforceable by any court or administrative body of competent jurisdiction, such
determination shall not affect the remaining provisions of this Award Agreement or the Plan which
shall remain in full force and effect.
7. Governing Law
. This Award Agreement shall be governed by and construed in
accordance with the laws of the state of New York
, without regard to the conflicts of law
8. Counterparts. This Award Agreement may be executed in one or more counterparts,
each of which shall be deemed an original and all of which together shall be considered one and the
9. Taxes. By signing this Award Agreement, the Grantee acknowledges that he shall be
solely responsible for the satisfaction of any taxes that may arise with respect to the Restricted
Shares, and that the Company shall have no obligation whatsoever to pay such taxes.
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