NYMAGIC INC
EX. 10.33
<DOCUMENT>
<TYPE>EX-10
<SEQUENCE>7
<FILENAME>nym-5510815.txt
<DESCRIPTION>EX. 10.33
<TEXT>


                                                                   Exhibit 10.33

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                                 NYMAGIC, INC.,
                                    Company,

                                       and


                            WILMINGTON TRUST COMPANY,
                                     Trustee

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



                          FIRST SUPPLEMENTAL INDENTURE



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



                           Dated as of March 11, 2004



                           6.50% Senior Notes due 2014








================================================================================



<PAGE>



        THIS FIRST SUPPLEMENTAL INDENTURE (this "First Supplemental  Indenture")
is dated as of March 11, 2004 among NYMAGIC,  INC., a corporation duly organized
and  existing  under the laws of the State of New York  (hereinafter  called the
"Company"),   and  WILMINGTON   TRUST  COMPANY,   a  Delaware   banking  company
(hereinafter called the "Trustee"),  not in its individual capacity,  but solely
as Trustee.

                                    RECITALS

        WHEREAS,  the  Company  has  executed  and  delivered  to the Trustee an
Indenture  dated as of March 11, 2004 (the  "Original  Indenture";  the Original
Indenture,  as amended and supplemented by this First Supplemental Indenture, is
hereinafter called, the "Indenture"),  providing for the issuance by the Company
from time to time of its debt securities (the "Securities");

        WHEREAS, Section 901 of the Original Indenture provides that the Company
may enter into a  supplemental  indenture to, among other things,  establish the
form or terms of  Securities  of any series as permitted by Sections 201 and 301
of the Original  Indenture and any deletions from or additions or changes to the
Original Indenture in connection therewith;

        WHEREAS,  the  Company  proposes  in  and  by  this  First  Supplemental
Indenture to supplement and amend the Original  Indenture in certain respects to
establish a series of Securities issued by the Company pursuant to the Indenture
designated as the "6.50% Senior Notes due 2014;" and

        WHEREAS,  the Company has requested that the Trustee execute and deliver
this  First  Supplemental  Indenture  and has  certified  that all  requirements
necessary  to make this  First  Supplemental  Indenture  a valid  instrument  in
accordance  with its  terms  have been  satisfied,  and that the  execution  and
delivery of this First  Supplemental  Indenture have been duly authorized in all
respects.

        NOW THEREFORE, for and in consideration of the premises and the purchase
of the Notes (as  defined  below) by the  Holders  (as  defined in the  Original
Indenture)  thereof,  it is mutually  covenanted  and agreed,  for the equal and
proportionate benefit of all Holders of the Notes as follows:

        SECTION 1. Definitions.
                   -----------

        (a) Terms used herein and not defined herein have the meanings  ascribed
to such terms in the Original Indenture.

        (b) As used in this First  Supplemental  Indenture,  the following terms
have the meanings specified below:

        "Additional  Interest"  has the  meaning  set forth in the  Registration
Rights Agreement.

        "Additional  Notes" means any additional  Notes which may be issued from
time to time pursuant to a "re-opening"  of the series of Notes as  contemplated
by Section 2(a).



                                      -1-
<PAGE>



        "Certificated Notes" has the meaning provided in Section 2(b).

        "Closing Date" means March 11, 2004.

        "DTC Legend"  means,  collectively,  legends  substantially  in the form
appearing in the first and second paragraphs of Exhibit A hereto.

        "Exchange  Offer" has the meaning set forth in the Initial  Registration
Rights Agreement.

        "Exchange Notes" means Notes that are Exchange Securities (as defined in
the Registration Rights Agreement).

        "First Supplemental  Indenture" means this First Supplemental  Indenture
dated as of March 11,  2004 among the  Company and the  Trustee,  as  originally
executed  and  delivered  or, if  amended or  supplemented  as  provided  in the
Indenture,  as so amended or supplemented,  and shall include the form and terms
of the Notes established hereby.

        "Global Notes" has the meaning provided in Section 2(b). For purposes of
clarity,  it is  hereby  confirmed  that  the  Global  Notes  constitute  global
Securities as referred to in the Original Indenture.

        "Initial  Purchasers" means the initial purchasers named in the Purchase
Agreement.

        "Initial  Registration  Rights Agreement" means the Registration  Rights
Agreement  dated  as of  March  11,  2004  among  the  Company  and the  Initial
Purchasers.

        "Notes" means the series of Securities  issued pursuant to the Indenture
designated as the 6.50% Senior Notes due 2014,  including Notes initially issued
on the Closing  Date,  any Exchange  Notes or Private  Exchange  Notes issued in
exchange for any other Notes,  and any other Notes issued after the Closing Date
under the  Indenture.  For  purposes  of the  Indenture,  all Notes,  including,
without limitation, Exchange Notes, Private Exchange Notes and Additional Notes,
shall vote together and otherwise constitute a single series of Securities under
the Indenture.

        "Private  Exchange"  means the  offer by the  Company,  pursuant  to the
Registration Rights Agreement, to the Initial Purchasers to issue and deliver to
the Initial  Purchasers,  in exchange for the initial  Notes held by the Initial
Purchasers as part of their initial  distribution,  a like  aggregate  principal
amount of Private Exchange Notes.

        "Private   Exchange  Notes"  means  Notes  that  are  Private   Exchange
Securities (as defined in the Registration Rights Agreement).

        "Private  Placement Legend" means a legend  substantially in the form of
the legends  appearing in the third,  fourth and fifth  paragraphs  of Exhibit A
hereto.

        "Purchase  Agreement" means the Purchase  Agreement dated as of March 4,
2004 among the Company,  Keefe,  Bruyette & Woods, Inc. and Ferris, Baker Watts,
Incorporated.



                                      -2-
<PAGE>



        "QIB" means a "qualified institutional buyer" as defined in Rule 144A.

        "Registration   Rights   Agreement"   means   either  (1)  the   Initial
Registration Rights Agreement, or (2) with respect to any subsequent issuance of
Additional Notes in a transaction  exempt from the registration  requirements of
the Securities Act, the registration  rights agreement,  if any, entered into by
the Company and the other parties thereto in connection  with such issuance,  or
both, as the context shall require.

        "Regulation  S"  means  Regulation  S under  the  Securities  Act or any
successor thereto.

        "Resale  Restriction  Termination  Date"  has the  meaning  provided  in
Section 3(a).

        "Restricted  Note" means any Note except for (i) an Exchange Note issued
pursuant to the Exchange  Offer,  (ii) a Note which has been sold or transferred
pursuant to an effective  registration statement under the Securities Act, (iii)
a Note from which the Private  Placement  Legend has been removed in  accordance
with the provisions of this First Supplemental Indenture,  (iv) a Note which has
been  transferred  in  accordance  with  Rule  144  and (v) a Note  issued  upon
registration  of transfer of, or in exchange for, Notes which are not Restricted
Notes.

        "Restricted  Period"  means the 40  consecutive  days  beginning  on and
including  the later of (A) the day on which the Notes are  offered  to  persons
other  than  distributors  (as  defined  in  Regulation  S) and (B) the  date of
issuance of the Notes.

        "Rule  144"  means Rule 144 under the  Securities  Act or any  successor
thereto.

        "Rule 144A" means Rule 144A under the  Securities  Act or any  successor
thereto.

        "Transfer Certificate" means a Transfer Certificate substantially in the
form included in Exhibit A hereto.

        "U.S. Person" means "U.S. person" as defined in Regulation S.

        SECTION 2.  Creation of the Notes.  Pursuant to Sections  201 and 301 of
the  Original  Indenture,  there is hereby  created a new  series of  Securities
designated as the "6.50%  Senior Notes due 2014" and which are sometimes  herein
referred  to as the  "Notes."  The Notes  (including,  without  limitation,  the
Exchange Notes and Private  Exchange Notes) shall be in  substantially  the form
set forth in Exhibit A hereto, with such changes therein as may be authorized by
any officer of the Company executing any Notes by manual or facsimile signature,
such  approval to be  conclusively  evidenced by the  execution  thereof by such
officer. The Notes shall have the following terms:

        (a)  The  aggregate   principal   amount  of  the  Notes  which  may  be
authenticated  and  delivered  under the  Indenture is limited to  $100,000,000,
except for Notes  authenticated  and delivered upon registration of transfer of,
or in exchange  for, or in lieu of, other Notes  pursuant to Sections  304, 305,
306,  905 or 1107 of the  Original  Indenture  (including,  without  limitation,
Exchange  Notes or Private  Exchange  Notes issued in exchange for other Notes);
provided,  however,  that such  series may be  re-opened  by the Company for the
issuance of Additional Notes, so long as any such Additional Notes have the same
form and terms  (other  than date of



                                      -3-
<PAGE>



issuance  and the date from which  interest  thereon  shall  begin to accrue and
except  that  the  form  of such  Additional  Notes  may  refer  to a  different
Registration Rights Agreement than the Notes issued on the Closing Date and such
Additional  Notes,  if issued  pursuant  to a  registration  statement  which is
effective under the Securities Act, need not bear the Private  Placement  Legend
and may omit the  paragraph  included  in Exhibit A hereto  which  refers to the
Registration Rights Agreement),  and carry the same right to receive accrued and
unpaid interest,  as the Notes  theretofore  issued;  provided,  however,  that,
notwithstanding  the foregoing,  such series may not be re-opened if the Company
has  effected  defeasance  or  covenant  defeasance  with  respect  to the Notes
pursuant to Sections 402(2) or 402(3),  respectively,  of the Original Indenture
or has effected satisfaction and discharge with respect to the Notes pursuant to
Section 401 of the Original Indenture; and provided, further, that no Additional
Notes may be issued at a price that would  cause such  Additional  Notes to have
"original  issue  discount"  within the meaning of Section  1273 of the Internal
Revenue Code of 1986, as amended.

        (b) The Notes are to be issuable only as Registered  Securities  without
Coupons.  The Notes shall be issued in book-entry form and represented by one or
more  permanent  global  Notes  registered  in the name of a  Depository  or its
nominee,  the initial  Depository  for the Global Notes shall be The  Depository
Trust Company,  the depository  arrangements  shall be those employed by whoever
shall be the Depository  with respect to the Global Notes from time to time, and
the Trustee  shall be entitled  to make any  endorsements  on any Global Note to
reflect any  increases or  decreases  in the  principal  amount  thereof.  Notes
offered  and sold to QIBs in the United  States of America in  reliance  on Rule
144A shall be issued in the form of a permanent global Note substantially in the
form of Exhibit A, which is hereby  incorporated by reference and made a part of
this  Indenture  (the  "Rule  144A  Global  Note"),  deposited  on behalf of the
purchasers of Notes represented  thereby with the Trustee,  as custodian for the
Depository,  duly  executed by the Company and  authenticated  by the Trustee as
provided in the Indenture.  Notes resold outside the United States of America in
reliance on Regulation S shall be issued in the form of a permanent global Note,
also  substantially  in the form of Exhibit A (the  "Regulation S Global Note"),
deposited  on behalf of the  purchasers  of Notes  represented  thereby with the
Trustee,  as  custodian  for the  Depository,  duly  executed by the Company and
authenticated by the Trustee as provided in the Indenture.  The Rule 144A Global
Note and the Regulation S Global Note are referred to collectively herein as the
"Global  Notes").  Each  Global  Note  may  be  represented  by  more  than  one
certificate,  if so required by the  Depository's  rules  regarding  the maximum
principal  amount  to be  represented  by a single  certificate.  The  aggregate
principal  amount  of each  Global  Note may from time to time be  increased  or
decreased by  adjustments  made on the records of the Trustee,  as custodian for
the Depository or its nominee, as provided in the Indenture. Notwithstanding the
foregoing,  certificated Notes in definitive form ("Certificated  Notes") may be
issued in exchange for Global Notes under the circumstances  contemplated by the
seventh paragraph of Section 305 of the Original Indenture.

        (c) The  initial  offering  price of the Notes  shall be  99.763% of the
principal amount thereof, plus accrued interest, if any, from March 11, 2004.

        (d) The Stated  Maturity of the Notes on which the principal  thereof is
due and payable shall be March 15, 2014.



                                      -4-
<PAGE>



        (e) The  principal of the Notes shall bear interest at the rate of 6.50%
per annum from March 11, 2004 or from the most recent date to which interest has
been paid or duly provided for, payable  semiannually in arrears on March 15 and
September  15  (each,  an  "Interest  Payment  Date") of each  year,  commencing
September  15,  2004,  to the  Persons in whose names such Notes (or one or more
Predecessor  Securities)  are registered at the close of business on the March 1
or  September 1  immediately  prior to such  Interest  Payment  Dates  (each,  a
"Regular  Record  Date")  regardless  of whether such  Regular  Record Date is a
Business  Day;  provided  that  interest  payable at  Maturity  shall be paid to
Persons to whom principal is payable on such date. Interest on the Notes will be
computed on the basis of a 360-day year consisting of twelve 30-day months.

        (f) The Notes are  redeemable,  as a whole or from time to time in part,
at the option of the  Company on the terms and  subject  to the  conditions  set
forth in the Original Indenture and in the form of Note attached as Exhibit A.

        (g) The Notes shall not be repayable or  redeemable at the option of the
Holders  prior to the  Stated  Maturity  of the  principal  thereof  (except  as
provided in Article Five of the Original  Indenture) and shall not be subject to
a sinking fund or analogous provision.

        (h) The Corporate Trust Office of the Trustee in Wilmington, Delaware is
hereby designated as a Place of Payment for the Notes.

        (i) The Company hereby  appoints the Trustee,  acting through the office
of the  Trustee  located  at 1100 North  Market  Street,  Wilmington,  Delaware,
19890-0001,  as the  Company's  Office or Agency for the  purposes  specified in
Section  1002 of the  Original  Indenture;  provided,  however,  that subject to
Section 1002 of the Original  Indenture,  the Company may at any time remove the
Trustee as its Office or Agency in the City of Wilmington,  Delaware  designated
for such purposes and may from time to time  designate one or more other Offices
or  Agencies  for  such  purposes  and  may  from  time  to  time  rescind  such
designation,  so long as the  Company  shall at all times  maintain an Office or
Agency for such purposes in the City of  Wilmington,  Delaware or the Borough of
Manhattan, The City of New York.

        (j) The Notes shall be issued in  denominations  of $1,000 and  integral
multiples of $1,000 in excess thereof.

        (k) The principal of,  premium,  if any, and interest on the Notes shall
be payable in Dollars.

        (l) Sections 402(2) and 402(3) of the Original  Indenture shall apply to
the Notes;  provided  that (i) the Company may effect  defeasance  and  covenant
defeasance  pursuant to  Sections  402(2) and  402(3),  respectively,  only with
respect  to all (and not less  than  all) of the  Outstanding  Notes and (ii) in
addition to the covenants subject to covenant  defeasance  expressly referred to
in Section 402(3) of the Original Indenture,  Sections 1010, 1011, 1012 and 1013
of the Original Indenture as amended by this First Supplemental  Indenture shall
be subject to covenant defeasance.



                                      -5-
<PAGE>



        (m)   Anything  in  the   Indenture   or  the  Notes  to  the   contrary
notwithstanding,  payments of the principal of and premium, if any, and interest
on the Global Notes shall be made by wire transfer.

        (n) To the  extent  that any  provision  of the  Indenture  or the Notes
provides  for the payment of interest on overdue  principal  of, or premium,  if
any, or interest on, the Notes,  then, to the extent permitted by law,  interest
on such overdue  principal,  premium,  if any, and interest  shall accrue at the
rate of interest borne by the Notes. If Additional  Interest shall be payable on
any Note for any day then, for purposes of the immediately  preceding  sentence,
the rate of  interest  borne by such  Note for such day  shall be the sum of the
original  interest rate on such Note plus the rate at which Additional  Interest
shall accrue on such Note for such day.

        (o) The Notes  shall have such  other  terms and  provisions  as are set
forth in the form of Note  attached as Exhibit A hereto,  all of which terms and
provisions  are  incorporated  by  reference  in and  made a part of this  First
Supplemental Indenture as if set forth in full herein.

        (p) As  used in the  Indenture  with  respect  to the  Notes  and in the
certificates  evidencing  the Notes,  all  references  to "premium" on the Notes
shall mean any amounts (other than accrued interest) payable upon the redemption
of any Notes in excess of 100% of the principal amount of such Notes.

        (q)  As  provided  in  the  Registration  Rights  Agreement,  Additional
Interest may, subject to the terms and conditions  specified therein, be payable
on all or  some of the  Notes  from  time to  time.  Whenever  in the  Indenture
(including,  without limitation, this First Supplemental Indenture) or the Notes
there is  mentioned,  in any context,  the payment of the interest on the Notes,
such  mention  shall be deemed to include  mention of the payment of  Additional
Interest to the extent that,  in such  context,  Additional  Interest is, was or
would be payable in respect  thereof  pursuant to the terms of the  Registration
Rights Agreement,  and express mention of the payment of Additional  Interest in
any provision of the Indenture  (including,  without  limitation,  in this First
Supplemental  Indenture)  or in the Notes shall not be  construed  as  excluding
Additional  Interest in those  provisions of the Indenture  (including,  without
limitation,  this First Supplemental  Indenture) or the Notes where such express
mention is not made.

        (r)  The  Notes  shall   constitute  the  Company's   unsecured   senior
Indebtedness  and will rank equally with all of the  Company's  other  unsecured
senior Indebtedness.

        (s) Exchange  Notes and Private  Exchange Notes may from time to time be
executed by the  Company and  delivered  to the  Trustee for  authentication  in
accordance  with  the  Original  Indenture,  and  the  Trustee  shall  thereupon
authenticate  and deliver said Exchange Notes or Private  Exchange Notes, as the
case may be, upon  receipt and  subsequent  cancellation  of an equal  aggregate
principal amount of Notes (or beneficial interests in Global Notes) tendered for
exchange  pursuant to the Exchange Offer (in the case of the Exchange  Notes) or
as contemplated  by the  Registration  Rights  Agreement (in the case of Private
Exchange Notes), upon a Company Order without any further action by the Company.



                                      -6-
<PAGE>



SECTION 3.     Special Transfer Provisions.
               ---------------------------

(a)     Legend on Restricted Notes.

        (1) Each Restricted Note  (including  Global Notes and Private  Exchange
Notes)  shall bear a Private  Placement  Legend  until such time as such Note is
exchanged  for an  Exchange  Note  pursuant  to the  Exchange  Offer  (it  being
understood that such Exchange Notes shall not bear the Private Placement Legend)
or sold or otherwise transferred pursuant to an effective registration statement
under the  Securities  Act or pursuant to the  exemption  from the  registration
requirements  under the  Securities  Act  provided  by Rule 144 (if  available);
provided that upon the request made by the Holder of any Restricted Note bearing
a Private  Placement Legend from and after the date of expiration of the holding
period  applicable  to sales of such Note  pursuant to Rule 144(k) (the  "Resale
Restriction  Termination Date"), or from and after the date that such Note shall
cease to be a  Restricted  Note,  the Company  will execute and the Trustee will
authenticate  and  deliver,  in  exchange  for  such  Note,  a new  Note in like
aggregate  principal  amount but not bearing the Private  Placement  Legend.  In
connection with any request to remove the Private  Placement  Legend from a Note
being  transferred  pursuant  to  Rule  144  prior  to  the  Resale  Restriction
Termination Date, the Company may request that the transferor deliver such legal
opinions and other certificates as the Company reasonably may require to confirm
that such transfer is being made in accordance with Rule 144.

        (2) Each Note sold pursuant to Regulation S (including  Global Notes and
Private Exchange Notes) shall bear a Private Placement Legend until such time as
such Note is exchanged for an Exchange  Note pursuant to the Exchange  Offer (it
being  understood that such Exchange Notes shall not bear the Private  Placement
Legend) or sold or otherwise  transferred pursuant to an effective  registration
statement  under  the  Securities  Act or  pursuant  to the  exemption  from the
registration  requirements  under the  Securities  Act  provided by Rule 144 (if
available);  provided  that upon the request made by the Holder of any Note sold
pursuant to Regulation S bearing a Private  Placement  Legend from and after the
date of expiration of the  Restricted  Period,  the Company will execute and the
Trustee will authenticate and deliver,  in exchange for such Note, a new Note in
like aggregate principal amount but not bearing the Private Placement Legend.

        (3) Any Note issued upon  registration of transfer or exchange of a Note
which bears a Private  Placement  Legend  shall,  except as otherwise  permitted
pursuant to this First  Supplemental  Indenture,  also bear a Private  Placement
Legend.  Any Note  issued  upon  registration  of transfer or exchange of a Note
which  does  not bear a  Private  Placement  Legend  shall  not  bear a  Private
Placement Legend.

        (4) Except in the case of Exchange Notes issued pursuant to the Exchange
Offer,  the  Trustee  shall not issue  any Notes  which do not bear the  Private
Placement  Legend  until  it has  received  a  Company  Order  and an  Officers'
Certificate from the Company directing it to do so.



                                      -7-
<PAGE>



(b)     Book-Entry Provisions for Global Notes.

        (1) General. Transfers of a Global Note shall be limited as specified in
the DTC Legend. Transfers and exchanges of beneficial interests in a Global Note
may be made in  accordance  with the rules  and  procedures  of the  Depository,
subject to the provisions of Section 3(c) to the extent applicable.

        (2)  Exchange  of  Global  Notes  for  Certificated  Notes.   Beneficial
interests  in Global Notes shall be  exchangeable  for  Certificated  Notes only
under the circumstances specified in the seventh paragraph of Section 305 of the
Original Indenture.  In the event of such an exchange, the Global Notes shall be
deemed to be surrendered to the Trustee for  cancellation  and the Company shall
execute,  and the Trustee shall  authenticate  and deliver,  to each  beneficial
owner  identified by the Depository,  in exchange for its interest in the Global
Notes, an equal aggregate principal amount of Certificated Notes,  registered in
the names  provided by the  Depository;  provided  that any  Certificated  Notes
issued in exchange for beneficial  interests in Global Notes that bear a Private
Placement Legend also shall bear such Private  Placement  Legend.  In connection
with each such exchange,  the Trustee shall reflect on its books and records and
by endorsement on the grid attached to the applicable Global Note the date and a
decrease in the  principal  amount of such  Global  Note equal to the  principal
amount of the  beneficial  interest  so  exchanged.  Except as  provided  in the
seventh paragraph of Section 305 of the Original Indenture, beneficial interests
in Global Notes may not be  exchanged  for, or  transferred  to Persons who will
take delivery thereof in the form of, Certificated Notes.

        (3) Transfers  Among Global Notes.  In connection with any transfer of a
beneficial  interest in a Global Note to a Person who will take delivery thereof
in the form of a beneficial  interest in another  Global Note, the Trustee shall
reflect on its books and records and by endorsement on the grid attached to such
original  Global  Note the date and a decrease in the  principal  amount of such
first Global Note equal to the principal amount of the beneficial interest to be
so transferred,  and shall also reflect on its books and records and on the grid
attached  to such second  Global Note the date and an increase in the  principal
amount  of  such  second  Global  Note  equal  to the  principal  amount  of the
beneficial  interest  to  be  transferred;  provided  that  any  transfer  of  a
beneficial  interest in a Global Note which is a Restricted Note to a Person who
will take delivery thereof in the form of a beneficial interest in a Global Note
which is not a Restricted  Note shall be effected  only pursuant to the Exchange
Offer or as otherwise permitted by this First Supplemental Indenture.

        (4) Transfers of Certificated  Notes for Global Notes. In the event that
Certificated  Notes are  issued  under the  circumstances  specified  in Section
3(b)(2) above and,  thereafter,  the Company  permits  Certificated  Notes to be
transferred to Persons who will take delivery  thereof in the form of beneficial
interests in Global  Notes (it being  understood  that the Company  shall not be
required  to permit any such  transfer  of a  Certificated  Note for  beneficial
interests  in  Global  Notes),  then  in  connection  with  any  transfer  of  a
Certificated  Note to a Person who will take  delivery  thereof in the form of a
beneficial interest in a Global Note, the Trustee shall reflect on its books and
records and on the grid attached to such Global Note the date and an increase in
the principal  amount




                                      -8-
<PAGE>



of such Global Note equal to the principal amount of the Certificated Note to be
transferred,  the Trustee shall cancel such Certificated Note and, if the entire
principal amount of such Certificated Note is not being transferred, the Company
shall  execute,  and the Trustee  shall  authenticate  and deliver,  one or more
Certificated  Notes equal in principal  amount to the principal amount not being
transferred, registered in the name of the transferor.

(c)     Transfer Restrictions.

                (1)   Transfers  of   Beneficial   Interests  in  Global  Notes.
        Beneficial  interests in Global Notes may be  transferred to Persons who
        will take delivery  thereof in the form of  beneficial  interests in the
        same or other Global Notes,  and may be exchanged for interests in other
        Global  Notes,  in  accordance  with the  rules  and  procedures  of the
        Depository;  provided  that,  except  for  the  issuance  of  beneficial
        interests in Exchange Notes in exchange for Restricted Notes pursuant to
        the  Exchange  Offer and as  otherwise  provided  pursuant to this First
        Supplemental  Indenture, a beneficial interest in a Global Note which is
        a Restricted Note may only be transferred to a Person who takes delivery
        thereof  in the form of a  beneficial  interest  in a Global  Note which
        bears the Private Placement Legend and a beneficial interest in a Global
        Note which is a Restricted Note may only be exchanged for an interest in
        a Global Note which bears the Private Placement Legend.

                (2) Transfers of Restricted  Certificated  Notes. In the case of
        any proposed registration of transfer or exchange of a Certificated Note
        which is a Restricted  Note  (including,  if  applicable,  a transfer or
        exchange of a Certificated  Note for an interest in a Global Note),  the
        Security  Registrar  shall  register  the  transfer or shall effect such
        exchange,  as the case may be, if the transferor has executed a Transfer
        Certificate and checked an appropriate box on such Transfer  Certificate
        and, in the case of a transfer pursuant to Rule 144A, the transferee has
        executed such Transfer  Certificate,  and the  transferor  has delivered
        such Transfer Certificate to the Trustee.

                (3) Other Transfers.  In the case of any transfer or exchange of
        a Restricted  Note the  procedures  and  requirements  for which are not
        addressed  in this  Section  3(c),  such  transfer or  exchange  will be
        subject  to  such  procedures  and  requirements  as may  be  reasonably
        prescribed  by the  Company  from  time  to  time  and  which  shall  be
        consistent  with  the  procedures  and  requirements  set  forth in this
        Section 3(c). In addition, notwithstanding the restrictions set forth in
        any Private Placement  Legend,  the Company may from time to time permit
        the  transfer of Notes and  beneficial  interests  in Global Notes to be
        made pursuant to exemptions  from the  registration  requirements of the
        Securities  Act in addition to the  exemption  provided by Rule 144, but
        subject to the Company having obtained such certifications,  Opinions of
        Counsel  or other  documents  as it may  require  to  confirm  that such
        transfer is exempt from such registration requirements.

                (4) Exceptions to Transfer  Restrictions.  The  restrictions  on
        transfer and other  provisions set forth in this Section 3(c) and in the
        Private  Placement  Legend shall not be  applicable  with respect to any
        Restricted Note following the Resale  Restriction  Termination  Date for
        such Note, or with respect to any Note sold pursuant to Regulation



                                      -9-
<PAGE>



        S, following the termination of the Restricted Period for such Note, and
        also shall not be  applicable  in the case of the  exchange of Notes for
        Exchange Notes  pursuant to the Exchange  Offer or for Private  Exchange
        Notes pursuant to the Registration Rights Agreement.

        (d) General. By its acceptance of any Note bearing the Private Placement
Legend,  each  Holder of such a Note  shall be deemed to have  acknowledged  the
restrictions on transfer of such Note (or any beneficial  interest  therein) set
forth in this First Supplemental Indenture and in such legend and to have agreed
that it will transfer  such Note (or any  beneficial  interest  therein) only as
provided in this First  Supplemental  Indenture.  The Security  Registrar  shall
retain,  in  accordance  with its customary  procedures,  copies of all letters,
notices and other written communications  received pursuant to Section 3(c). The
Company  shall have the right to inspect  and make  copies of all such  letters,
notices or other written  communications  at any reasonable time upon the giving
of reasonable written notice to the Security Registrar.

        SECTION 4. Other Provisions.
                   ----------------

        (a) Amendment to Section 101 of the Original  Indenture.  Section 101 of
the  Original  Indenture  is hereby  amended,  solely  insofar as relates to the
Notes, by adding the following definitions in appropriate alphabetical sequence:

               "Capital  Lease" means any lease of any property  (whether  real,
        personal  or mixed) by any Person as lessee  that,  in  accordance  with
        GAAP,  either would be required to be classified  and accounted for as a
        capital  lease  on a  balance  sheet  of such  Person  or  otherwise  be
        disclosed as such in a note to such balance sheet.

               "Capitalized Lease Obligations" means monetary  obligations under
        agreements for the lease or rental of real or personal  property that in
        accordance  with GAAP are required to be classified and accounted for as
        Capital  Leases,  and  the  amount  of  such  obligations  shall  be the
        capitalized amount thereof,  determined in accordance with GAAP, and the
        stated maturity thereof shall be the date of the last payment of rent or
        any other amount due under such lease prior to the first date upon which
        such lease may be terminated by the lessee without payment of a penalty.

               "Consolidated   Indebtedness"   means,   as  of   the   date   of
        determination  thereof and as determined  in  accordance  with GAAP on a
        consolidated  basis,  without  duplication,   an  amount  equal  to  the
        aggregate  principal  amount  of  Indebtedness  of the  Company  and its
        Subsidiaries.

               "Consolidated  Shareholders'  Equity"  means,  as of the  date of
        determination  thereof and as determined  in  accordance  with GAAP on a
        consolidated  basis,  without  duplication,   an  amount  equal  to  the
        aggregate  amount  of  shareholders'  equity  of  the  Company  and  its
        Subsidiaries  as shown on the most recent  quarterly  or annual  balance
        sheet of the Company and its Subsidiaries.

               "Consolidated   Total   Assets"   means,   as  of  the   date  of
        determination  thereof and as determined  in  accordance  with GAAP on a
        consolidated basis,  without  duplication,  an amount equal to the total
        assets of the Company and its Subsidiaries.



                                      -10-
<PAGE>



               "Disqualified  Stock" means any Capital  Stock that, by its terms
        (or by the terms of any security  into which it is  convertible,  or for
        which it is  exchangeable,  in each  case at the  option  of the  holder
        thereof),  or upon the happening of any event, matures or is mandatorily
        redeemable,  pursuant to a sinking  fund  obligation  or  otherwise,  or
        redeemable at the option of the holder thereof,  in whole or in part, on
        or prior to the date that is one year  after the date on which the Notes
        mature.  The term  "Disqualified  Stock" shall also include any options,
        warrants or other rights that are convertible into Disqualified Stock or
        that are  redeemable  at the option of the  holder,  or  required  to be
        redeemed,  prior to the date that is 91 days after the date on which the
        Notes mature.

               "First  Supplemental  Indenture"  means  the  First  Supplemental
        Indenture dated as of March 11, 2004 among the Company and the Trustee.

               "Incur" means to directly or indirectly  issue,  create,  assume,
        guarantee, incur, acquire or otherwise become liable for or with respect
        to, or become  responsible for, the payment of, contingent or otherwise,
        such Indebtedness;  provided,  however, that any Indebtedness or Capital
        Stock of a Person  existing at the time such Person becomes a Restricted
        Subsidiary (whether by merger, consolidation,  acquisition or otherwise)
        will be deemed to be Incurred by such Restricted  Subsidiary at the time
        it  becomes  a  Restricted  Subsidiary;  and the  terms  "Incurred"  and
        "Incurrence" have meanings correlative to the foregoing.

               "Lien"  means,  with  respect  to any  property  or  assets,  any
        mortgage or deed of trust, pledge, hypothecation,  assignment,  security
        interest, lien, encumbrance or other security arrangement of any kind or
        nature  whatsoever  on or  with  respect  to  such  property  or  assets
        (including  any  conditional  sale or other  title  retention  agreement
        having substantially the same economic effect as any of the foregoing).

               "Notes"  has the  meaning  specified  in the  First  Supplemental
        Indenture.

               "Permitted   Indebtedness"  means,   without   duplication,   (i)
        Indebtedness  under the Notes or any securities  exchangeable  therefor,
        (ii)  Indebtedness of the Company or any of its Restricted  Subsidiaries
        in  respect  of  performance  bonds,  bankers'   acceptances,   workers'
        compensation  claims,  surety or appeal bonds,  payment  obligations  in
        connection with  self-insurance  or similar  obligations,  completion or
        performance  guarantees  or  standby  letters  of credit  issued for the
        purpose of supporting such  obligations and bank overdrafts (and letters
        of credit in respect thereof) in the ordinary course of business,  (iii)
        Refinancing  Indebtedness,  or (iv)  Indebtedness  of the Company or any
        Restricted   Subsidiary   consisting  of   guarantees,   indemnities  or
        obligations in respect of purchase price  adjustments in connection with
        the  acquisition  or  disposition  of  assets  or the  Capital  Stock of
        Subsidiaries so long as such  acquisition or disposition is permitted by
        this Indenture; provided that the maximum aggregate liability in respect
        of all such  Indebtedness  shall at no time  exceed  the gross  proceeds
        actually  received  by  the  Company  or  any  of  its  Subsidiaries  in
        connection with such acquisition or disposition.

               "Permitted Liens" means (i) Liens in existence on the date of the
        original  issuance  of the Notes;  (ii) Liens in favor of the Company or
        any  Restricted  Subsidiary;  (iii)  Liens



                                      -11-
<PAGE>



        for taxes,  assessments or governmental charges or claims either (a) not
        delinquent or (b) contested in good faith by appropriate proceedings and
        as to which the Company or its  Restricted  Subsidiaries  shall have set
        aside on its books such  reserves as may be  required  pursuant to GAAP;
        (iv) statutory  Liens of landlords and Liens of carriers,  warehousemen,
        mechanics, suppliers,  materialmen,  repairmen, maritime and other Liens
        imposed by law incurred in the ordinary  course of business for sums not
        yet delinquent or being  contested in good faith;  (v) Liens incurred or
        deposits or trust arrangements made to secure  obligations  arising from
        (a)  state  insurance  department  guarantee  fund or  other  regulatory
        requirements, or (b) any insurance or reinsurance policy or agreement of
        any  Restricted  Subsidiary  (vi) Liens  incurred  or  deposits or trust
        arrangements  made in the ordinary course of business in connection with
        workers' compensation,  unemployment insurance and other types of social
        security,  including any Lien  securing  letters of credit issued in the
        ordinary course of business  consistent with past practice in connection
        therewith,   or  to  secure  the   performance  of  tenders,   statutory
        obligations,   surety  and  appeal  bonds,  bids,   leases,   government
        contracts,  performance  and  return-of-money  bonds and  other  similar
        obligations  or to secure or which  results  from  required  payments or
        deposits in  connection  with  litigation  (in each case,  exclusive  of
        obligations  for the payment of borrowed  money);  (vii) Liens  securing
        Purchase Money Obligations or Capitalized Lease Obligations provided the
        Lien charges only the asset subject to the Purchase Money Obligations or
        Capitalized Lease Obligations and no other asset;  (viii) Liens securing
        the Indebtedness of any Subsidiary of the Company incurred in compliance
        with the provisions of this Indenture; (ix) leases, subleases,  licenses
        and sublicenses  granted to others that are entered into in the ordinary
        course of business;  (x) Liens  arising from filing  Uniform  Commercial
        Code financing  statements  regarding leases of personal property;  (xi)
        banker's Liens,  rights of setoff and similar Liens with respect to cash
        and cash  equivalents  on  deposit in one or more bank  accounts  in the
        ordinary  course  of  business;  or  (xii)  any  extension,  renewal  or
        replacement (or successive extensions,  renewals or replacements),  as a
        whole or in part, of any Lien  referred to in the foregoing  clauses (i)
        through (xi), to the extent the Indebtedness secured by such Lien is not
        increased  from the amount  originally  so secured,  provided  that such
        extension, renewal or replacement Lien shall be limited to all or a part
        of the same shares of Capital  Stock or  Indebtedness  that  secured the
        Lien extended, renewed or replaced.

               "Purchase Money Obligations" means the outstanding balance of the
        purchase  price of real and/or  personal  property  (including  shares),
        title to which has been  acquired  or will be acquired  upon  payment of
        such  purchase  price,  or  Indebtedness  to  non-vendor  third  parties
        incurred to finance the acquisition of such new and not replacement real
        and/or  personal  property or any  refinancing of such  Indebtedness  or
        outstanding balance.

               "Refinancing  Indebtedness" means any Indebtedness of the Company
        or any of its Restricted Subsidiaries issued in exchange for, or the net
        proceeds  of  which  are used to  refinance  other  Indebtedness  of the
        Company or any of its Restricted  Subsidiaries  (other than intercompany
        Indebtedness) that is permitted under this Indenture; provided that such
        Indebtedness  does  not  (i)  result  in an  increase  in the  aggregate
        principal  amount (or accreted  value, if applicable) of Indebtedness of
        such Person as of the date of such proposed refinancing above the sum of
        (a) the aggregate principal amount (or accreted value, if applicable) of
        such  Indebtedness,  plus (b) the accrued  interest on and the amount



                                      -12-
<PAGE>



        of any  premium  required  to be paid under the terms of the  instrument
        governing such Indebtedness,  plus (c) the amount of reasonable fees and
        expenses incurred by such person in connection with such refinancing, or
        (ii) have a  Weighted  Average  Life to  Maturity  that is less than the
        Weighted Average Life to Maturity of the  Indebtedness  being refinanced
        or (iii) have a final  maturity  earlier than the final  maturity of the
        Indebtedness being refinanced.

               "Restricted  Payments"  has the  meaning   specified  in  Section
        1013(1).

               "Subordinated   Indebtedness"  means  any  Indebtedness  that  is
        subordinated to the Notes.

               "Total  Consolidated  Capitalization"  means at any date, without
        duplication,  the sum of (i) Consolidated  Shareholders' Equity and (ii)
        Consolidated Indebtedness.

               "Voting Stock" means  securities or other  ownership  interest of
        any Person having by the terms thereof  ordinary voting power to vote in
        the  election  of the board of  directors  or other  Persons  performing
        similar  functions of such Person  (without  regard to the occurrence of
        any contingency).

               "Weighted  Average Life to Maturity"  means,  when applied to any
        Indebtedness  at any date,  the number of years obtained by dividing (i)
        the then outstanding  aggregate  principal  amount of such  Indebtedness
        into (ii) the sum of the total of the products  obtained by  multiplying
        (a) the amount of each then remaining installment,  sinking fund, serial
        maturity or other required  payment of principal,  including  payment at
        final  maturity,  in  respect  thereof,  by  (b)  the  number  of  years
        (calculated to the nearest  one-twelfth)  which will elapse between such
        date and the making of such payment.

               "Wholly  Owned  Subsidiary"  of a Person  means any  corporation,
        limited liability company,  partnership,  joint venture, trust or estate
        of which (or in which)  100% of (i) the issued and  outstanding  Capital
        Stock (other than directors'  qualifying  shares) having ordinary voting
        power to elect a majority of the Board of Directors of such  corporation
        (irrespective of whether at the time Capital Stock of any other class or
        classes of such  corporation  will or might have  voting  power upon the
        occurrence  of any  contingency),  (ii) the  interest  in the capital or
        profits of such limited liability company,  partnership or joint venture
        or (iii) the beneficial interest in such trust or estate, is at the time
        directly or  indirectly  owned or  controlled  by such  Person,  by such
        Person and one or more of its other Wholly Owned  Subsidiaries or by one
        or more of such Person's other Wholly Owned  Subsidiaries,  and a Wholly
        Owned Subsidiary means any one of them.

        (b) Amendment to Section 801 of the Original  Indenture.  Section 801 of
the  Original  Indenture  is hereby  amended,  solely  insofar as relates to the
Notes,  by adding  after  clause (2)  thereof  the  following  new  section  and
renumbering clause (3) thereof to be clause (4):

               "(3) if, as a result of any such  transaction,  the  property  or
        assets of the Company  would become  subject to a Lien that would not be
        permitted by Section 1010 hereof,  the Company or such successor Person,
        as the case may be, shall take all



                                      -13-
<PAGE>



        necessary  steps to secure the Notes  issued under this  Indenture  such
        that such Notes shall then rank  equally and ratably  with  Indebtedness
        secured by such Lien; and"

        (c) Amendment to Section 901 of the Original  Indenture.  Section 901(9)
of the Original Indenture is hereby amended and restated in its entirety, solely
insofar as relates to the Notes, as follows:

               "(9)  to  secure  the  Securities  pursuant  to  Section  1010 or
        otherwise or to add guarantees for the benefit of the Securities; or"

        (d) Amendment to Article Ten of the Original  Indenture.  Article Ten of
the  Original  Indenture  is hereby  amended,  solely  insofar as relates to the
Notes, by adding at the end thereof the following new sections (and Section 1008
shall apply hereto):

               "Section 1010.  Limitation on Liens.

               "The  Company  will  not,  and will  not  permit  any  Restricted
        Subsidiary to, directly or indirectly, create, incur or assume or permit
        or  suffer  to  exist  any  Lien  on any  shares  of  Capital  Stock  or
        Indebtedness  of any  Restricted  Subsidiary  that is then  owned by the
        Company or any of its  Restricted  Subsidiaries  (whether such shares or
        evidences of Indebtedness were owned as of the date of this Indenture or
        thereafter  acquired) to secure any  Indebtedness,  without  effectively
        providing  that  the  Notes  (together  with,  if the  Company  shall so
        determine,  any other  Indebtedness  of the  Company or such  Restricted
        Subsidiary then existing or thereafter created) shall be secured equally
        and ratably  with such  secured  Indebtedness,  so long as such  secured
        Indebtedness shall be so secured, unless immediately  thereafter,  after
        giving  effect  thereto,  the  aggregate  principal  amount  of all such
        secured  Indebtedness  would not exceed 2% of Consolidated Total Assets;
        provided,  however, that this Section 1010 shall not apply to, and there
        shall be excluded from secured  Indebtedness  in any  computation  under
        this Section 1010, Indebtedness secured by Permitted Liens.

               "Section 1011.  Limitation on Incurrence of Indebtedness.

               "The  Company  shall  not,  and  shall  not  permit  any  of  its
        Restricted Subsidiaries to, Incur any Indebtedness,  provided,  however,
        that the Company and the Restricted  Subsidiaries may Incur Indebtedness
        (other than Permitted Indebtedness) if on the date thereof the aggregate
        principal  amount of  Indebtedness  of the  Company  and its  Restricted
        Subsidiaries  calculated  on a pro forma basis after the  Incurrence  of
        such  Indebtedness  and  application of the proceeds  thereof,  does not
        exceed 50% of the Total Consolidated Capitalization.

               "Section 1012. Limitation on Issuance and Sale of Voting Stock of
        Restricted Subsidiaries.

               The Company will not,  and will not permit any of its  Restricted
        Subsidiaries  to,  issue,  transfer,  convey,  sell,  lease or otherwise
        dispose of any Voting Stock in any  Restricted  Subsidiary to any person
        (other than to the Company or a Restricted  Subsidiary  that is a Wholly
        Owned  Subsidiary),  except (a) if,  immediately  after giving



                                      -14-
<PAGE>



        effect to such  issuance,  transfer,  conveyance,  sale,  lease or other
        disposition,   the   aggregate   principal   amount  of  the   aggregate
        Indebtedness of the Company and its Restricted Subsidiaries,  calculated
        on a pro forma basis after  giving  effect to such  issuance,  transfer,
        conveyance,  sale, lease or other  disposition,  as the case may be, and
        application  of the proceeds  thereof,  does not exceed 50% of the Total
        Consolidated   Capitalization;   and  (b)   such   issuance,   transfer,
        conveyance, sale, lease or other disposition is for fair market value on
        the date thereof,  as  determined  by the  Company's  Board of Directors
        (which  determination shall be conclusive),  and, after giving effect to
        such disposition and to any possible dilution,  the Company will own not
        less  than  80% of  the  shares  of  Voting  Stock  of  such  Restricted
        Subsidiary  then issued and  outstanding  free and clear of any security
        interest.

               "Section 1013.  Limitation on Restricted Payments.

               "(1)  The  Company  will  not,  and will  not  permit  any of its
        Restricted Subsidiaries to, directly or indirectly:

               (a)  declare  or pay any  dividend  or make any other  payment or
        distribution (in cash, property or other assets, other than dividends or
        distributions  payable  in  Capital  Stock of the  Company  (other  than
        Disqualified  Stock)) in respect of any Capital Stock of the Company (or
        any  warrants,  rights  and  options  to  acquire  Capital  Stock of the
        Company);

               (b)  declare  or pay any  dividend  or make any other  payment or
        distribution  (in cash,  property  or other  assets)  in  respect of any
        Capital Stock of any Restricted Subsidiary (or any warrants,  rights and
        options to acquire Capital Stock of such Restricted  Subsidiary)  unless
        such  payment  or  distribution  is to the  Company  or a  Wholly  Owned
        Subsidiary of the Company;

               (c)  purchase,  redeem or  otherwise  acquire or retire for value
        (including,  without  limitation,  in  connection  with  any  merger  or
        consolidation  involving the Company permitted under this Indenture) any
        Capital  Stock of the  Company (or any  warrants,  rights and options to
        acquire Capital Stock of the Company); or

               (d)  make  any  principal  payment  on or  with  respect  to,  or
        purchase,  redeem,  defease or otherwise acquire or retire for value any
        Subordinated  Indebtedness,  except  (i) a payment of  principal  at the
        stated  maturity  thereof or (ii) a purchase  or other  acquisition  for
        value in anticipation of satisfying a scheduled  maturity,  sinking fund
        or amortization  obligation or principal repayment  obligation,  in each
        case,  due  within  one  year  of the  date of such  purchase  or  other
        acquisition

        (all such  payments  and other  actions set forth in clauses (a) through
        (d) above being collectively referred to as "Restricted Payments"),  if,
        at the  time  the  Company  or such  Restricted  Subsidiary  makes  such
        Restricted Payment and after giving effect thereto:

                      (i) a Default or an Event of Default  shall have  occurred
               and be continuing (or would occur as a consequence thereof); or



                                      -15-
<PAGE>



                      (ii)  the  aggregate  principal  amount  of the  aggregate
               Indebtedness  of the  Company  and its  Restricted  Subsidiaries,
               calculated  on a pro  forma  basis,  would  exceed  50% of  Total
               Consolidated Capitalization.

               "(2) So long as no default or Event of Default has  occurred  and
        is continuing or would be caused thereby  (solely in the case of clauses
        (c) and (e) below), the provisions in Section 1013(1) do not prohibit:

               (a) the payment of any dividend  within 60 days after the date of
        declaration  of such dividend if the dividend  would have been permitted
        by this Indenture on the date of declaration;

               (b) the acquisition of any shares of Capital Stock of the Company
        either (I) solely in exchange for shares of Capital Stock of the Company
        or (II)  through the  application  of net  proceeds  of a  substantially
        concurrent sale for cash (other than to a Subsidiary of the Company ) of
        shares of Capital Stock of the Company;

               (c) the payment,  purchase,  redemption or other  acquisition  of
        Subordinated  Indebtedness  either (I) solely in exchange  for shares of
        Capital  Stock of the  Company or (II)  through the  application  of net
        proceeds of a substantially  concurrent sale (other than to a Subsidiary
        of the  Company)  of (A) shares of Capital  Stock of the  Company or (B)
        Refinancing Indebtedness;

               (d)  repurchase  of shares of Capital  Stock deemed to occur upon
        exercise of stock options if such Capital Stock  represents a portion of
        the exercise price of those options; and

               (e)  payments  made to the holders of shares of Capital  Stock in
        any Person that is merged or consolidated  with the Company  pursuant to
        any merger,  consolidation or sale of assets effected in accordance with
        this Indenture."

        SECTION 5.  Governing  Law;  First  Supplemental  Indenture.  This First
Supplemental Indenture shall be governed by and construed in accordance with the
laws of the  State of New York  applicable  to  agreements  made or  instruments
entered  into  and,  in each  case,  performed  in said  State.  The  terms  and
conditions of this First  Supplemental  Indenture shall be, and be deemed to be,
part of the terms and  conditions  of the  Indenture  for any and all  purposes.
Other than as amended and supplemented by this First Supplemental Indenture, the
Original  Indenture is in all respects  ratified and  confirmed.  If any item of
this  First  Supplemental  Indenture  shall be  inconsistent  with the  terms of
Article Six of the Original Indenture, the terms of the Original Indenture shall
govern.

        SECTION 6.  Acceptance by Trustee and the Company.  Subject to Section 9
hereof, the Trustee hereby accepts this First Supplemental  Indenture and agrees
to  perform  the same upon the terms and  conditions  set forth in the  Original
Indenture.  The Company  acknowledges that the Trustee is entitled to the rights
and benefits conferred upon it by the Original Indenture.



                                      -16-
<PAGE>



        SECTION  7.  Counterparts.  This  First  Supplemental  Indenture  may be
executed  in two or  more  counterparts,  each  of  which  shall  constitute  an
original,  but  all of  which  when  taken  together  shall  constitute  but one
instrument.

        SECTION 8. Headings.  The headings of this First Supplemental  Indenture
are for  reference  only and shall not limit or  otherwise  affect  the  meaning
hereof.

        SECTION  9.  Separability.  In case  any  one or more of the  provisions
contained  in this First  Supplemental  Indenture  shall be invalid,  illegal or
unenforceable,  the  validity,  legality  and  enforceability  of the  remaining
provisions  hereof shall not, to the fullest extent permitted by law, in any way
be affected or impaired thereby.

                            [SIGNATURE PAGE FOLLOWS]



                                      -17-
<PAGE>



        IN  WITNESS   WHEREOF,   the  parties  hereto  have  caused  this  First
Supplemental  Indenture  to be duly  executed as of the day and year first above
written.




COMPANY:                                    NYMAGIC, INC.


                                            By:  /s/ George R. Trumbull
                                                --------------------------------
                                                Name:  George R. Trumbull
                                                Title: Chairman and Chief
                                                       Executive Officer


                                            By:  /s/ Thomas J. Iacopelli
                                                --------------------------------
                                                Name:  Thomas J. Iacopelli
                                                Title: Chief Financial Officer
                                                       and Treasurer





TRUSTEE:                                    WILMINGTON TRUST COMPANY,
                                            not in its individual capacity, but
                                            solely as Trustee

                                            By:  /s/ Anita E. Dallago
                                                --------------------------------
                                                Name:  Anita E. Dallago
                                                Title: Senior Financial Services
                                                       Officer









                                      -18-
<PAGE>



                                                                       Exhibit A

                                 [Form of Note]

[Legend for inclusion in Global Note -- THIS NOTE IS A GLOBAL SECURITY  REFERRED
TO IN THE INDENTURE  HEREINAFTER  REFERRED TO AND IS REGISTERED IN THE NAME OF A
DEPOSITARY OR A NOMINEE THEREOF.  THIS NOTE IS EXCHANGEABLE FOR NOTES REGISTERED
IN THE NAME OF A PERSON  OTHER THAN THE  DEPOSITARY  OR ITS NOMINEE  ONLY IN THE
LIMITED  CIRCUMSTANCES  DESCRIBED IN THE INDENTURE  AND,  UNLESS AND UNTIL IT IS
EXCHANGED IN WHOLE OR IN PART FOR NOTES IN DEFINITIVE  CERTIFICATED  FORM,  THIS
NOTE MAY NOT BE TRANSFERRED  EXCEPT AS A WHOLE BY THE DEPOSITARY TO A NOMINEE OF
THE  DEPOSITARY OR BY A NOMINEE OF THE  DEPOSITARY TO THE  DEPOSITARY OR ANOTHER
NOMINEE  OF  THE  DEPOSITARY  OR BY THE  DEPOSITARY  OR ANY  SUCH  NOMINEE  TO A
SUCCESSOR DEPOSITARY OR A NOMINEE OF SUCH SUCCESSOR DEPOSITARY.]

[Legend for  inclusion  in Global Note -- UNLESS  THIS NOTE IS  PRESENTED  BY AN
AUTHORIZED   REPRESENTATIVE  OF  THE  DEPOSITORY  TRUST  COMPANY,   A  NEW  YORK
CORPORATION  ("DTC"),  TO THE  COMPANY  (AS  DEFINED  BELOW)  OR ITS  AGENT  FOR
REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY NOTE ISSUED IS REGISTERED
IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS  REQUESTED  BY AN  AUTHORIZED
REPRESENTATIVE  OF DTC (AND ANY  PAYMENT  IS MADE TO CEDE & CO. OR TO SUCH OTHER
ENTITY AS IS REQUESTED BY AN AUTHORIZED  REPRESENTATIVE  OF DTC),  ANY TRANSFER,
PLEDGE  OR OTHER  USE  HEREOF  FOR  VALUE OR  OTHERWISE  BY OR TO ANY  PERSON IS
WRONGFUL  INASMUCH AS THE REGISTERED  OWNER HEREOF,  CEDE & CO., HAS AN INTEREST
HEREIN.]

[The following  legends to be included on all Notes (other than Exchange  Notes)
until, in the case of any Note, the holding period applicable to such Note under
Rule 144(k) of the  Securities  Act expires,  such Note is resold  pursuant to a
registration statement that has been declared effective under the Securities Act
or such  legend has been  removed in  accordance  with other  provisions  of the
Indenture -- THIS NOTE (OR ITS  PREDECESSOR)  HAS NOT BEEN REGISTERED  UNDER THE
U.S.   SECURITIES  ACT  OF  1933,  AS  AMENDED  (THE  "SECURITIES   ACT"),  AND,
ACCORDINGLY,  MAY NOT BE OFFERED,  SOLD, PLEDGED OR OTHERWISE TRANSFERRED EXCEPT
AS SET FORTH IN THE NEXT SENTENCE.  BY ITS ACQUISITION HEREOF OR OF A BENEFICIAL
INTEREST  HEREIN,  THE  HOLDER:  (1)  REPRESENTS  THAT  (A)  IT IS A  "QUALIFIED
INSTITUTIONAL  BUYER"  (AS  DEFINED IN RULE 144A  UNDER THE  SECURITIES  ACT) (A
"QIB") OR (B) IT IS ACQUIRING THIS NOTE IN AN OFFSHORE TRANSACTION IN COMPLIANCE
WITH  REGULATION S UNDER THE SECURITIES  ACT; (2) AGREES THAT IT WILL NOT RESELL
OR  OTHERWISE  TRANSFER  THIS  NOTE  EXCEPT  (A)  TO THE  COMPANY  OR ANY OF ITS
SUBSIDIARIES,  (B) TO A PERSON  WHOM THE  SELLER  REASONABLY  BELIEVES  IS A QIB
PURCHASING  FOR ITS OWN  ACCOUNT OR FOR THE  ACCOUNT  OF A QIB IN A  TRANSACTION
MEETING THE  REQUIREMENTS OF RULE 144A, (C) IN AN OFFSHORE  TRANSACTION  MEETING
THE  REQUIREMENTS  OF RULE 903 OR 904 OF REGULATION S UNDER THE SECURITIES  ACT,
(D) IN ACCORDANCE WITH ANOTHER  EXEMPTION FROM THE REGISTRATION  REQUIREMENTS OF
THE  SECURITIES  ACT (AND BASED UPON AN  OPINION  OF COUNSEL  ACCEPTABLE  TO THE
COMPANY)  OR (E)  PURSUANT  TO AN  EFFECTIVE  REGISTRATION  STATEMENT  UNDER THE
SECURITIES ACT AND, IN EACH CASE, IN ACCORDANCE  WITH THE APPLICABLE  SECURITIES
LAWS OF ANY STATE OF THE UNITED STATES OR ANY OTHER APPLICABLE JURISDICTION; AND
(3) AGREES THAT IT WILL  DELIVER TO EACH PERSON TO WHOM THIS NOTE OR AN INTEREST
HEREIN IS TRANSFERRED A NOTICE SUBSTANTIALLY TO THE EFFECT OF THIS LEGEND.


AS USED HEREIN,  THE TERMS "OFFSHORE  TRANSACTION"  AND "UNITED STATES" HAVE THE
MEANINGS  GIVEN THEM BY RULE 902 OF REGULATION S UNDER THE  SECURITIES  ACT. THE

                                      A-1
<PAGE>



INDENTURE  GOVERNING  THIS NOTE  CONTAINS A PROVISION  REQUIRING  THE TRUSTEE TO
REFUSE TO REGISTER ANY TRANSFER OF THIS NOTE IN VIOLATION OF THE FOREGOING.


THIS  NOTE MAY NOT BE  ACQUIRED  OR HELD  WITH THE  ASSETS  OF (I) AN  "EMPLOYEE
BENEFIT  PLAN" (AS DEFINED IN THE  EMPLOYEE  RETIREMENT  INCOME  SECURITY ACT OF
1974, AS AMENDED ("ERISA")) THAT IS SUBJECT TO ERISA, (II) A "PLAN" DESCRIBED IN
SECTION 4975 OF THE  INTERNAL  REVENUE  CODE OF 1986,  AS AMENDED (THE  "CODE"),
(III) ANY ENTITY  DEEMED TO HOLD "PLAN ASSETS" OF ANY OF THE FOREGOING BY REASON
OF AN EMPLOYEE  BENEFIT  PLAN'S OR PLAN'S  INVESTMENT IN SUCH ENTITY,  OR (IV) A
GOVERNMENTAL PLAN OR CHURCH PLAN SUBJECT TO APPLICABLE LAW THAT IS SUBSTANTIALLY
SIMILAR TO THE FIDUCIARY  RESPONSIBILITY OR PROHIBITED TRANSACTION PROVISIONS OF
ERISA OR SECTION 4975 OF THE CODE ("SIMILAR  LAW"),  UNLESS THE  ACQUISITION AND
HOLDING OF THIS NOTE BY THE PURCHASER OR TRANSFEREE,  THROUGHOUT THE PERIOD THAT
IT HOLDS THIS NOTE,  ARE EXEMPT  FROM THE  PROHIBITED  TRANSACTION  RESTRICTIONS
UNDER ERISA AND SECTION  4975 OF THE CODE OR ANY  PROVISIONS  OF SIMILAR LAW, AS
APPLICABLE,  PURSUANT  TO  ONE  OR  MORE  PROHIBITED  TRANSACTION  STATUTORY  OR
ADMINISTRATIVE  EXEMPTIONS.  BY ITS  ACQUISITION  OR HOLDING OF THIS NOTE,  EACH
PURCHASER AND TRANSFEREE  WILL BE DEEMED TO HAVE  REPRESENTED AND WARRANTED THAT
THE FOREGOING REQUIREMENTS HAVE BEEN SATISFIED.]






                                      A-2
<PAGE>


                          Principal Amount: $ o[For inclusion in Global Notes --
                                                 (or such other amount as is set
                                                    forth on Schedule A hereto)]


No. [RA- o]
    [R - o]
CUSIP No. [o]
ISIN No. [o]


                                  NYMAGIC, INC.

                           6.50% Senior Notes due 2014

        NYMAGIC, INC., a New York corporation (hereinafter called the "Company",
which term includes any successor  corporation  under the Indenture  referred to
below),     for    value     received,     hereby    promises    to    pay    to
___________________________,   or  registered  assigns,  the  principal  sum  of
__________________  DOLLARS ($_______) [For inclusion in Global Notes -- or such
other principal  amount as is set forth on Schedule A hereto] on March 15, 2014,
and to pay interest thereon from March 11, 2004, or from the most recent date to
which  interest has been paid or duly provided for,  semiannually  in arrears on
March 15 and  September  15 of each year (each,  an  "Interest  Payment  Date"),
commencing September 15, 2004, and at Maturity,  at the rate of 6.50% per annum,
until the principal hereof is paid or duly made available for payment.  Interest
on this Note shall be  calculated  on the basis of a 360-day year  consisting of
twelve  30-day  months.  The  interest  so payable and  punctually  paid or duly
provided for on any Interest  Payment Date will, as provided in such  Indenture,
be paid to the  Person  in whose  name  this  Note  (or one or more  Predecessor
Securities)  is registered  at the close of business on the Regular  Record Date
for such  interest,  which shall be the March 1 or September 1 (whether or not a
Business Day), as the case may be, next  preceding  such Interest  Payment Date;
provided that interest  payable at Maturity  shall be paid to the Person to whom
principal is payable on such date.  Any such interest  which is payable,  but is
not  punctually  paid or duly provided  for, on any Interest  Payment Date shall
forthwith  cease to be payable  to the  Person who was the Holder  hereof on the
relevant  Regular  Record Date by virtue of having been such Holder,  and may be
paid to the  Person  in  whose  name  this  Note  (or  one or  more  Predecessor
Securities)  is registered at the close of business on a Special Record Date for
the  payment  of such  Defaulted  Interest  to be fixed by the  Trustee,  notice
whereof shall be given to the Holder of this Note not less than 10 days prior to
such Special  Record Date, or may be paid at any time in any other lawful manner
not inconsistent  with the requirements of any securities  exchange on which the
Notes may be listed,  and upon such notice as may be required by such  exchange,
all as more fully provided in such Indenture.

        Payment of the  principal of and  premium,  if any, and interest on this
Note will be made at the  office or agency of the  Company  maintained  for that
purpose in the City of Wilmington,  Delaware or in the Borough of Manhattan, The
City of New York, in such coin or currency of the United States of America as at
the time of payment is legal  tender for  payment of public and  private  debts;
provided,  however, that, at the option of the Company,  interest may be paid by
check mailed to the address of the Person entitled thereto as such address shall
appear in the Security  Register or by transfer to an account  maintained by the
payee with a bank located in the United States; provided,  further, that if this
Note is a Global Note  registered  in the name of a  Depository  or its nominee,
then,  anything in the  Indenture or the Notes to the contrary  notwithstanding,
payments of the  principal  of and  premium,  if any,  and interest on this Note
shall be made by wire transfer.

        This Note is one of a duly authorized issue of Securities of the Company
(herein called the "Notes")  issued and to be issued in one or more series under
an Indenture dated as of March 11, 2004 (the "Original  Indenture"),  as amended
and supplemented by the First Supplemental  Indenture dated as of March 11, 2004
(the "First  Supplemental  Indenture";  the Original  Indenture,  as amended and
supplemented  by the  First  Supplemental  Indenture  and all  other  indentures
supplemental  thereto,  is herein  called the  "Indenture"),  each  between  the
Company and Wilmington  Trust Company,  as trustee (herein called the "Trustee,"
which  term  includes  any  successor  trustee  under the  Indenture),  to which
Indenture and all indentures supplemental thereto reference is hereby made for a
statement of the respective rights, limitations of rights, duties and immunities
thereunder  of the  Company,  the Trustee and the Holders of the Notes,  and the
terms upon which the Notes are, and are to be, authenticated and delivered. This
Note is one of the  series  designated  on the face  hereof,  initially  limited
(subject to exceptions provided in the Indenture



                                      A-3
<PAGE>



and subject to the right of the Company to re-open  such series for  issuance of
additional  Securities  of  such  series  upon  the  terms  and  subject  to the
conditions specified in the Indenture).

        The Notes may be redeemed, in whole or from time to time in part, at the
Company's  option on any date (each, a "Redemption  Date") at a redemption price
equal to the  greater  of: (a) 100% of the  principal  amount of the Notes to be
redeemed,  and (b) the sum of the  present  values  of the  remaining  scheduled
payments of  principal  and interest on the Notes to be redeemed  (exclusive  of
interest  accrued  to  the  applicable   Redemption  Date)  discounted  to  such
Redemption  Date on a semiannual  basis,  assuming a 360-day year  consisting of
twelve 30-day months, at the Treasury Rate plus 37.50 basis points, plus, in the
case of both  clause  (a) and (b) above,  accrued  and  unpaid  interest  on the
principal   amount  of  the  Notes  being  redeemed  to  such  Redemption  Date.
Notwithstanding the foregoing, installments of interest whose Stated Maturity is
on or prior to a Redemption Date will be payable to the Holders of the Notes (or
one or more Predecessor  Securities) registered as such at the close of business
on the relevant Regular Record Dates according to their terms and the provisions
of the Indenture.

        As used in this Note,  the  following  terms have the meanings set forth
below:

        "Treasury  Rate"  means,  with  respect to any  Redemption  Date for the
Notes:  (a) the yield,  under the heading  that  represents  the average for the
immediately preceding week, appearing in the most recently published statistical
release designated  "H.15(519)" or any successor  publication which is published
weekly  by the  Board of  Governors  of the  Federal  Reserve  System  and which
establishes yields on actively traded United States Treasury securities adjusted
to constant maturity under the caption "Treasury  Constant  Maturities," for the
maturity  corresponding  to the  Comparable  Treasury  Issue (if no  maturity is
within  three  months  before or after the Final  Maturity  Date for the  Notes,
yields  for the two  published  maturities  most  closely  corresponding  to the
Comparable  Treasury  Issue shall be  determined  and the Treasury Rate shall be
interpolated or extrapolated from such yields on a straight-line basis, rounding
to the nearest month); or (b) if such release (or any successor  release) is not
published  during the week  preceding the  calculation  date or does not contain
such  yields,  the rate per annum equal to the  semiannual  equivalent  yield to
maturity of the  Comparable  Treasury  Issue,  calculated  using a price for the
Comparable  Treasury Issue  (expressed as a percentage of its principal  amount)
equal to the Comparable  Treasury Price for such  Redemption  Date. The Treasury
Rate shall be  calculated on the third  Business Day  preceding  the  applicable
Redemption  Date.  As  used in the  immediately  preceding  sentence  and in the
definition of "Reference  Treasury Dealer  Quotations" below, the term "Business
Day" means any day other  than  Saturday,  Sunday or other day on which  banking
institutions  in The  City of New  York  are  authorized  or  obligated  by law,
regulation or executive order to close.

        "Comparable  Treasury Issue" means,  with respect to any Redemption Date
for the Notes, the United States Treasury  security  selected by the Independent
Investment  Banker as having a maturity  comparable to the remaining term of the
Notes to be redeemed  that would be utilized,  at the time of  selection  and in
accordance with customary financial practice, in pricing new issues of corporate
debt securities of comparable  maturity to the remaining term of the Notes to be
redeemed.

        "Independent  Investment  Banker" means,  with respect to any Redemption
Date for the Notes,  Keefe,  Bruyette & Woods,  Inc.  or  Ferris,  Baker  Watts,
Incorporated,  and their  respective  successors,  whichever  is selected by the
Trustee  after  consultation  with the  Company,  or, if both such  firms or any
successor  to either such firm,  as the case may be, is  unwilling  or unable to
select  the  Comparable  Treasury  Issue,  an  independent   investment  banking
institution  of national  standing  appointed by the Trustee after  consultation
with the Company.

        "Comparable  Treasury Price" means,  with respect to any Redemption Date
for the Notes: (a) the average of five Reference  Treasury Dealer Quotations for
such  Redemption  Date,  after  excluding the highest and lowest such  Reference
Treasury  Dealer  Quotations,  (b) if the Trustee  obtains  fewer than five such
Reference Treasury Dealer Quotations, the average of all such quotations, or (c)
if the Trustee  obtains only one  Reference  Treasury  Dealer  Quotation for the
Redemption Date, that Reference Treasury Dealer Quotation.

        "Reference  Treasury Dealer" means,  with respect to any Redemption Date
for the Notes, five primary U.S. Government  securities dealers in New York City
(a "Primary Treasury Dealer"),  selected by the Trustee in consultation with the
Company.  If any such Reference  Treasury Dealer ceases to be a Primary Treasury
Dealer, the



                                      A-4
<PAGE>



Trustee,  in  consultation  with the Company,  will  substitute  another Primary
Treasury Dealer for that Reference Treasury Dealer.

        "Reference  Treasury  Dealer  Quotations"  means,  with  respect to each
Reference Treasury Dealer and any Redemption Date for the Notes, the average, as
determined  by the  Trustee,  of the bid and  asked  prices  for the  Comparable
Treasury Issue (expressed in each case as a percentage of its principal  amount)
quoted in writing to the Trustee by such Reference Treasury Dealer at 5:00 p.m.,
New York City time, on the third Business Day preceding such Redemption Date.

         "Final Maturity Date"  means March 15, 2014.

        Notice of any  redemption by the Company will be mailed at least 30 days
but not more than 60 days before any Redemption  Date to each Holder of Notes to
be redeemed.  If less than all the Notes are to be redeemed at the option of the
Company,  the  Trustee  will  select,  in  such  manner  as it  deems  fair  and
appropriate,  the Notes (or portions thereof) to be redeemed. Unless the Company
defaults in payment of the  Redemption  Price  (including,  without  limitation,
interest,  if any, accrued to the applicable  Redemption Date), on and after the
applicable  Redemption  Date  interest  will  cease to  accrue  on the  Notes or
portions thereof called for redemption on such Redemption Date.

        If an Event of  Default  with  respect to the Notes  shall  occur and be
continuing, the principal of and accrued and unpaid interest on the Notes may be
declared  due and  payable in the manner  and with the  effect  provided  in the
Indenture.

        The Indenture permits, with certain exceptions as therein provided,  the
amendment  thereof and the  modification  of the rights and  obligations  of the
Company and the rights of the Holders of the  Securities  of each series  issued
under the  Indenture at any time by the Company and the Trustee with the consent
of the Holders of not less than a majority in aggregate  principal amount of the
Securities  at the  time  Outstanding  of  each  series  affected  thereby.  The
Indenture  also  contains   provisions   permitting  the  Holders  of  specified
percentages in aggregate principal amount of the Securities of any series at the
time Outstanding,  on behalf of the Holders of all Securities of such series, to
waive  compliance  by the Company with certain  provisions  of the Indenture and
certain past  defaults  under the  Indenture  and their  consequences.  Any such
consent  or waiver by the Holder of this Note shall be  conclusive  and  binding
upon  such  Holder  and upon all  future  Holders  of this Note and of any Notes
issued upon the  registration  of transfer  hereof or in exchange  herefor or in
lieu hereof, whether or not notation of such consent or waiver is made upon this
Note.

        No reference herein to the Indenture and no provision of this Note or of
the  Indenture  shall alter or impair the  obligation  of the Company,  which is
absolute and  unconditional,  to pay the  principal of and premium,  if any, and
interest on this Note, at the time, place and rate, and in the coin or currency,
herein and in the Indenture prescribed.

        As provided in the  Indenture  and  subject to certain  limitations  set
forth  therein,  the  transfer of this Note may be  registered  on the  Security
Register upon surrender of this Note for  registration of transfer at the Office
or Agency of the  Company  maintained  for the  purpose  in any place  where the
principal  of  and  interest  on  this  Note  are  payable,  duly  endorsed,  or
accompanied  by a written  instrument  of transfer in form  satisfactory  to the
Company and the Security  Registrar duly executed by the Holder hereof or by his
attorney  duly  authorized in writing,  and thereupon one or more new Notes,  of
authorized  denominations and for the same aggregate  principal amount,  will be
issued to the designated transferee or transferees.

        The Notes are issuable only in fully  registered form without coupons in
the denominations of $1,000 and integral  multiples of $1,000 in excess thereof.
As  provided  in the  Indenture  and  subject to certain  limitations  set forth
therein,  the Notes are  exchangeable  for a like aggregate  principal amount of
Notes of authorized  denominations as requested by the Holders  surrendering the
same.

        No service charge shall be made for any such registration of transfer or
exchange,  but the Company may require  payment of a sum sufficient to cover any
tax or other governmental charge payable in connection therewith,  other than in
certain cases provided in the Indenture.



                                      A-5
<PAGE>



        Prior to due presentment of this Note for registration of transfer,  the
Company,  the  Trustee and any agent of the Company or the Trustee may treat the
Person in whose  name  this  Note is  registered  as the  owner  hereof  for all
purposes,  whether or not this Note shall be overdue, and none of the Company or
the Trustee nor any such agent shall be affected by notice to the contrary.

        [This  paragraph  to be omitted  from  Exchange  Notes -- In addition to
rights  provided  to the Holders of the Notes  under the  Indenture,  Holders of
Notes shall have all the rights set forth in the  Registration  Rights Agreement
dated as of March 11, 2004 among the Company,  Keefe, Bruyette & Woods, Inc. and
Ferris,  Baker Watts,  Incorporated  (as the same may be amended or supplemented
from  time to time in  accordance  with  its  terms,  the  "Registration  Rights
Agreement").  Pursuant to the Registration Rights Agreement,  the Holders of the
Notes will,  subject to certain  exceptions  and on the terms and subject to the
conditions  specified in the Registration  Rights  Agreement,  have the right to
exchange their Notes for a like principal  amount of Exchange Notes issued under
the  Indenture,  which  Exchange  Notes  will  have  been  registered  under the
Securities  Act.  The Holders of the Notes shall be entitled to receive  certain
Additional  Interest  on the  Notes  in the  event  such  exchange  offer is not
consummated  or upon certain other  conditions,  on the terms and subject to the
conditions and exceptions set forth in the Registration Rights Agreement.]

        The  Indenture  contains  provisions  whereby  (i)  the  Company  may be
discharged from their  obligations with respect to the Notes (subject to certain
exceptions)  or (ii) the  Company  may be released  from its  obligations  under
specified covenants and agreements in the Indenture, in each case if the Company
irrevocably  deposits  with the  Trustee  money  and/or  Government  Obligations
sufficient  to pay and  discharge  the entire  indebtedness  on all  Notes,  and
satisfies certain other conditions, all as more fully provided in the Indenture.
In  addition,  the  Indenture  shall cease to be of further  effect  (subject to
certain  exceptions)  with  respect  to the Notes  when (1) either (A) all Notes
previously  authenticated and delivered have been delivered  (subject to certain
exceptions)  to the Trustee for  cancellation,  or (B) all Notes (i) have become
due and  payable or (ii) will become due and  payable at their  Stated  Maturity
within one year or (iii) are to be called for redemption within one year and, in
the case of (i), (ii) or (iii) above, the Company has irrevocably deposited with
the  Trustee  money in an amount  sufficient  to pay and  discharge  the  entire
indebtedness  on all such Notes not  theretofore  delivered  to the  Trustee for
cancellation in respect of principal,  premium, if any, and interest to the date
of such  deposit  (if such Notes have  become due and  payable) or to the Stated
Maturity or  Redemption  Date  thereof,  as the case may be, and (2) the Company
satisfies certain other conditions, all as more fully provided in the Indenture.

This Note shall be governed by and construed in accordance  with the laws of the
State of New York applicable to agreements made or instruments entered into and,
in each case, performed in said State.

All terms used in this Note which are defined in the  Indenture  and not defined
herein shall have the meanings assigned to them in the Indenture.

Unless the  certificate  of  authentication  hereon has been  executed  by or on
behalf of the Trustee under the Indenture by the manual  signature of one of its
authorized  signatories,  this Note shall not be entitled to any benefits  under
the Indenture or be valid or obligatory for any purpose.

This  Note may be  executed  in any  number  of  counterparts,  each of which so
executed  shall be deemed to be an  original,  but all such  counterparts  shall
together constitute but one and the same instrument.

                  [REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]






                                      A-6
<PAGE>



IN WITNESS  WHEREOF,  the Company has caused this instrument to be duly executed
by the manual or facsimile signatures of its duly authorized officers.

Dated:  ______________




                                       NYMAGIC, INC.




                                       By:
                                             -----------------------------------
                                             Name:  George R. Trumbull
                                             Title: Chairman and Chief Executive
                                                    Officer


                                       By:
                                             -----------------------------------
                                             Name:  Thomas J. Iacopelli
                                             Title: Chief Financial Officer and
                                                    Treasurer




TRUSTEE'S  CERTIFICATE  OF
AUTHENTICATION
This is one of the Securities of the
series designated therein referred to
in the within-mentioned Indenture.

WILMINGTON TRUST COMPANY,
not in its individual capacity, but
solely as Trustee



By:
   ----------------------------------
          Authorized Signatory





                                      A-7
<PAGE>



                                  ABBREVIATIONS

The following  abbreviations,  when used in the  inscription on the face of this
instrument, shall be construed as though they were written out in full according
to applicable laws or regulations:

                      TEN COM--as tenants in common
                      TEN ENT--as tenants by the entireties
                      JT TEN--as joint tenants with right of survivorship and
                      not as tenants in common
                      UNIF GIFT MIN ACT-- ___________Custodian_____________
                                            (Cust)               (Minor)

                                          under the Uniform Gift to Minors Act

                                          --------------------------------
                                                      (State)

           Additional  abbreviations  may also be used  though  not in the above
list.

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


FOR VALUE RECEIVED, the undersigned registered holder hereby sell(s), assign(s)
and transfer(s) unto

PLEASE INSERT SOCIAL SECURITY OR OTHER IDENTIFYING NUMBER OF ASSIGNEE

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


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





--------------------------------------------------------------------------------
             PLEASE PRINT OR TYPEWRITE NAME AND ADDRESS OF ASSIGNEE


--------------------------------------------------------------------------------
the within security and all rights thereunder, hereby irrevocably constituting
and appointing

                                                                        Attorney
------------------------------------------------------------------------
to transfer  said  security on the books of the Company with full power
of substitution in the premises.

Dated:                                         Signed:
      ----------------------------------              --------------------------

         Notice:  The signature to this assignment must correspond with the name
                  as it appears upon the face of the within security in every
                  particular, without alteration or enlargement or any change
                  whatever.




                                      A-8
<PAGE>



                   [For inclusion in Global Notes] SCHEDULE A


     The  initial  principal  amount of this  Global  Note is  ________  Dollars
($_______). The following increases or decreases in the principal amount of this
Global Note have been made:

<TABLE>
<CAPTION>
===================== ================== ================== ================== ==================
                      Amount of          Amount of          Principal amount
                      increase in        decrease in        of this Global     Signature of
                      principal amount   principal amount   Note following     authorized
                      of this Global     of this Global     such decrease or   signatory of
Date made             Note               Note               increase           Trustee
--------------------- ------------------ ------------------ ------------------ ------------------
<S>                   <C>                <C>                <C>                <C>

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

===================== ================== ================== ================== ==================
</TABLE>






                                      A-9
<PAGE>


          [For inclusion in Notes bearing the Private Placement Legend]


                              TRANSFER CERTIFICATE


                                Re: NYMAGIC, INC.
                                    6.50% Senior Notes due 2014 (the "Notes")
                                    -----------------------------------------

Capitalized  terms  used but not  defined  in this  Certificate  shall  have the
meanings  given to such terms in the  Indenture (as defined in the Note to which
this Certificate is attached).

The undersigned  (the  "Transferor")  has requested a transfer of this Note or a
portion hereof (in either such case, the "Specified  Notes"). In connection with
such request,  the  Transferor  does hereby  certify that such transfer is being
made pursuant to an effective registration statement under the Securities Act of
1933,  as amended (the  "Securities  Act") (as indicated by the  applicable  box
checked  below),  or the  transfer  does  not  require  registration  under  the
Securities Act because (as indicated by the applicable box checked below):

        (a)|_| The  Specified  Notes are  being  transferred  pursuant  to an
               effective registration statement under the Securities Act.

        (b)|_| The  Specified  Notes are being acquired for the  Transferor's
               own account, without transfer.

        (c)|_| The Specified Notes are being  transferred  pursuant to and in
               compliance with Regulation S under the Securities Act.

        (d)|_| The  Specified Notes are being  transferred in compliance with
               Rule 144A ("Rule 144A") under the  Securities Act to a Person the
               Transferor  reasonably  believes  is a  "qualified  institutional
               buyer" (as defined in Rule 144A) (a "QIB") that is purchasing the
               Specified Notes for its own account or for the account of another
               QIB, in each case to whom notice has been given that the transfer
               is being made in reliance on Rule 144A.

        (e)|_| The  Specified  Notes are being  transferred  pursuant  to the
               exemption from the  registration  requirements  of the Securities
               Act provided by Rule 144 (or any successor thereto) thereunder.

This  Certificate and the statements  contained  herein are made for the benefit
of, and may be conclusively relied upon by, the Trustee and the Company.


                                     -------------------------------------------
                                     (Insert Name of Transferor)




                                     By:
                                        ----------------------------------------


Date:
      ----------------------


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TO BE COMPLETED BY TRANSFEREE
IF (d) ABOVE IS CHECKED:

The undersigned transferee represents and warrants that (i) it is a QIB (as
defined above) and is aware that the Specified Notes (as defined above) are
being transferred in reliance on Rule 144A (as defined above), (ii) the
undersigned is acquiring the Specified Notes for its own account or for the
account of one or more other QIBs over which it exercises sole investment
discretion (in which latter case the undersigned has given notice to each such
account that the Specified Notes are being transferred in reliance on Rule 144A)
and (iii) this instrument has been executed on behalf of the undersigned
transferee by one of its executive officers. The undersigned transferee
acknowledges and agrees that the Specified Notes have not been registered under
the Securities Act (as defined above), and may not be transferred except in
accordance with the resale and other transfer restrictions set forth in the
legend on the face thereof and in the Indenture pursuant to which the Notes were
issued.

Dated:
       ------------------------             ------------------------------------
                                            (Insert Name of Transferee)




                                            By:
                                               ---------------------------------
                                               Executive Officer













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