AGREEMENT AND GENERAL RELEASE



          NYMAGIC, INC., New York Marine And General Insurance Company, Gotham

Insurance Company, Mutual Marine Office, Inc., Mutual Marine Office of the

Midwest, Inc. and Pacific Mutual Marine Office, Inc. (collectively referred to

throughout this Agreement as "Employer" or "Company") and Robert W. Bailey,

his heirs, executors, administrators, successors, and assigns (collectively

referred to throughout this Agreement as "Employee"), agree that:



          1.    Last Day of Employment. Employee's last day of employment with

Employer is June 30, 2002.



          2.    Consideration. In consideration for signing this Agreement and

General Release and compliance with the promises made herein, Employer agrees:



                (a)  to pay Employee the equivalent of one year's salary,

$525,000 (Five Hundred Twenty Five Thousand Dollars and No Cents), less lawful

deductions, to be paid out over one year in installments coinciding with usual

semi-monthly payroll of Employer;



                (b)  to continue Employee's medical, dental and life insurance

for one year, deductions for said benefits to be taken out of semi-monthly

installments described in subsection 2(a), above. Employee's contribution

shall be no greater than employee's contribution would have been if he were

still employed by the Employer;



                (c)  pursuant to the NYMAGIC, INC. Stock Option Plan and the

minutes of the December 5, 2000 Stock Option and Compensation Committee Meeting,

Employee's Stock Option Agreements dated September 15, 1999 and December 21,

1999, are hereby amended to give Employee the immediate right to exercise the

options remaining therein, and continuing for a period of twelve months

following the Employee's last day of employment. Employer warrants and

affirmatively represents that the Stock Option Plan and Agreement permit the

exercise of options as set forth herein;



                (d)  to pay Employee for expenses incurred and previously

submitted to Employer for expense reimbursement in June 2002;



                (e)  to pay Employee for nine (9) days which represent

Employee's accrued vacation and sick pay;



                (f)  to reimburse Employee up to $3,000.00 (Three Thousand

Dollars and No Cents) for any legal fees incurred by him for the preparation

of this Agreement and General Release, said reimbursement shall be made within

seven (7) business days of Employee's presenting Employer with an invoice for

fees; and





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                (g)  to release Employee of all claims, known or unknown,

asserted or unasserted, including, but not limited to, all actions or causes

of action, suits, debts, dues, sums of money, accounts, reckonings, bonds,

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