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") and Paula-Jane Seidman, her 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 7, 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,

 $162,500 (One Hundred Sixty Two Thousand Five Hundred Dollars and No Cents),

less lawful deductions, to be paid out by direct deposit over one year in

installments coinciding with usual semi-monthly payroll of Employer, except

that the first portion of the one year salary (for the period from June 8,

2002 through the payroll period immediately preceding expiration of the

revocation period) shall be paid in a lump sum, less lawful deductions, by

direct deposit within ten days after the end of the revocation period;



                b.   to continue Employee's medical, dental and prescription

insurance for one year, deductions for said benefits to be taken out of

semi-monthly and lump sum installments described in subsection 2(a), above.

Employee's contribution shall be no greater than employee's contribution would

have been if she were still employed by the Employer;



                c.  to commence the period of Employee's receipt of COBRA on

June 8, 2003, at the end of the salary continuation period at her own expense;



                d.  to provide Employee with outplacement services with Drake,

Beam and Morin in the Senior Executive Program for the period of six months, to

commence at Employee's option at any time within two months after the end of

the revocation period. After six months, Employer has the right to evaluate

Employee's use of said services, and thereafter, Employer may extend

outplacement services on a month-to-month basis for the period of up to one

year, at the Employer's discretion. If Employee obtains employment at any time

during the one year period, Employee shall be obligated to inform Employer

within five days of accepting an offer of full-time employment and the

outplacement services shall cease upon Employer's receipt of such notice;



                e.   to provide Employee with additional time to exercise any

Stock Options which vested on or before June 7, 2002, to September 7, 2003 or,

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