INDEMNIFICATION
AGREEMENT
Dated as of December
, 2008 by
and between
NYMAGIC, INC. (the “Company”)
And ________ (“the Indemnitee”)
WHEREAS, the Company’s amended and
restated by-laws (“By-laws”) provide, among other
things, that the Company will indemnify to the fullest extent then
permissible under the New York Business Corporation Law (the
“BCL”) and the Insurance Law of New York (the
“Insurance Law”) any person who shall serve at any time
as a director or officer of the Company; and
WHEREAS, the Company wishes to clarify and
enhance the rights and obligations of Company and Indemnitee with
respect to indemnification; and
WHEREAS, the Company desires to have the
Indemnitee continue to serve as a director free from concern about
incurring personal liability by reason of the Indemnitee’s
acting in good faith in performance of the Indemnitee’s duty
to Company.
NOW, THEREFORE, in consideration of the
Indemnitee’s service or continued service as a director of
Company, the parties agree as follows:
1. The Indemnitee will serve or continue to
serve as director of the Company faithfully and to the best of the
Indemnitee’s ability so long as the Indemnitee is duly
elected and until such time as the Indemnitee is no longer serving
as a director.
2. Notwithstanding any other
indemnification rights provided in this Agreement, the By-laws, the
Insurance Law or otherwise provided by law, and without limiting
such other indemnification rights, the Company shall continue to
maintain liability insurance for its directors arising out their
service to and on behalf of the Company.
3. The Company shall indemnify the
Indemnitee to the fullest extent permitted by the BCL, the By-laws
in effect on the date hereof and the Insurance Law, or to the
fullest extent permitted if the BCL, the By-laws or the Insurance
Law are amended to require or permit indemnification, expense
advancement or exculpation more favorable to the Indemnitee than so
permitted prior to such amendment. It being the intent of this
provision, that in the event of any changes in the BCL, the By-laws
or the Insurance Law after the date of this Agreement that expand
(but not diminish) the right of the Company to indemnify its
directors, or require or permit indemnification, expense
advancement or exculpation more favorable to the Indemnitee,
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