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Exhibit 10.1
CONSULTING AGREEMENT
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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
Agreement, the Consultant shall provide the following services to the Company:
o Participate in meetings with rating agencies e.g. A.M. Best Company,
Standard & Poor's and Fitch Ratings;
o Participate in meetings and answer inquiries from analysts who cover
the Company's stock;
o Meet with and respond to inquiries from large investors in the
Company's stock or debt;
o Participate in quarterly earnings calls and other investor calls;
o Participate in the Company's investor road shows; and,
o Represent the Company at industry conferences e.g. those held by
Conning Capital, Keefe, Bruyette, Woods, Ferris Baker Watts and
others.
In addition, the Consultant shall attend the meetings of, and provide
advice and counsel to, the Company's management committee and to the Company's
Chief Executive Officer and the Company's Chief Operating Officer as requested
by them (the services enumerated above, together with attending the meetings of,
and providing advice and counsel to,
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the Company's management committee and its Chief Executive Officer and its Chief
Operating Officer, the "Services").
The Consultant shall devote as much time to the Services as is
reasonably necessary to achieve the objectives contemplated by this Agreement.
3. Compensation. The Company will compensate the Consultant for the
Services by paying him an annualized fee of $100,000 payable in four equal
quarterly payments of $25,000, the first of which shall be on the date hereof,<






