CONSULTING AGREEMENT

                              --------------------



         This  Consulting  Agreement  (this  "Agreement") is made as of April 6,

2005 by and between  William D. Shaw, Jr., whose address is 340 Old Church Road,

Greenwich, CT 06830 (the "Consultant") and NYMAGIC, INC. a New York corporation,

with its principal  office located at 919 Third Avenue,  10th Floor, New York NY

10022 (the "Company").



         WHEREAS, the Consultant is a member of the Company's Board of Directors

and its Vice Chairman;



         WHEREAS, the Company acknowledges Consultant's skills and experience as

an investment advisor and seasoned executive,



         WHEREAS,  the  Company  desires  to engage  the  Consultant  to provide

services  beyond those which would be expected of the Vice Chairman of the Board

of  Directors  to  assist  the  Company  in  communicating  and  explaining  its

investment  strategy to the investor  community  and in providing it  managerial

advice and counsel; and,



         WHEREAS,  the Consultant is willing to provide the services the Company

requires on the terms and conditions set forth herein:



         NOW  THEREFORE,  for valuable  consideration,  the adequacy of which is

hereby acknowledged, the Consultant and the Company agree as follows:



         1.  Recitals.  The  foregoing  recitals  are  incorporated  herein  and

constitute a part of this Agreement.



         2.  Services.  The  Consultant's  primary  role is to  ensure  that the

Company's  asset  management  strategy is  communicated to and understood by the

investor community. More specifically, from time to time during the term of this

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