Exhibit 99.2
AMENDMENT NUMBER 2
DATED AS OF JANUARY 27, 2003
TO
NYMAGIC, INC.
VOTING AGREEMENT
Reference is made to the Voting Agreement (the "Agreement") dated as of February
20, 2002 by and among (i) XXXX X. XXXXXXXX; XXXXXXXX INVESTMENTS LLC ("Xxxxxxxx
Investments"); XXXX X. XXXXXXXX, XX. (the "Xxxxxxxx Trustee") as trustee of the
Xxxxxxxx Charitable Remainder Trust (the "the Xxxxxxxx Co-Trust"); and XXXXXX X.
XXXXXX (the "Xxxxxxxxx Trustee") as trustee of the Xxxxxx X. Xxxxxxxxx 2000
Florida Intangible Tax Trust, as co-trustee of the Xxxxxx X. Xxxxxxxxx
Charitable Lead Annuity Trust, and as co-trustee of the Xxxxxxx X. Xxxxxxxxx
Charitable Lead Unitrust (the "Participating Shareholders"); (ii) XXXXXXXX
XXXXXXXX as co-trustee with the Xxxxxxxx Trustee of the Xxxxxxxx Charitable
Remainder Trust, (iii) FIRST UNION NATIONAL BANK ("First Union") as co-trustee
with the Xxxxxxxxx Trustee of the Xxxxxx X. Xxxxxxxxx Charitable Lead Annuity
Trust, and as co-trustee with the Xxxxxxxxx Trustee of the Xxxxxxx X. Xxxxxxxxx
Charitable Lead Unitrust (the "Xxxxxxxxx Co-Trusts"); and (iv) MARINER PARTNERS,
INC. ("Mariner").
Article VII (i) is hereby amended to read as follows:
"(i) February 15, 2007;"
Article VII (iv) is hereby amended by modifying the last phrase to read as
follows:
"the Purchase Option Agreement Clause set forth in Article VI
above shall continue in full force and effect until the close of business on
February 15, 2007."
Article VI (B) is hereby amended to read as follows:
"(B) The Option Price shall be as follows:
February 15-May 14, 2002: $19.00 per share
May 15-August 14, 2002: $19.25 per share
August 15-November 14, 2002: $19.50 per share
November 15, 2002-February 14, 2003: $19.75 per share
February 15-May 14, 2003: $20.00 per share
May 15-August 14, 2003: $20.25 per share
August 15-November 14, 2003: $20.50 per share
November 15, 2003-February 14, 2004: $20.75 per share
February 15-May 14, 2004: $21.00 per share
May 15-August 14, 2004: $21.25 per share
August 15-November 14, 2004: $21.50 per share
November 15, 2004-February 14, 2005: $21.75 per share
February 15-May 14, 2005: $22.00 per share
May 15-August 14, 2005: $22.25 per share
August 15-November 14, 2005: $22.50 per share
November 15, 2005-February 14, 2006: $22.75 per share
February 15-May 14, 2006: $23.00 per share
May 15-August 14, 2006: $23.25 per share
August 15-November 14, 2006: $23.50 per share
November 15, 2006-February 14, 2007: $23.75 per share
February 15-March 17, 2007: $24.00 per share
Less the cumulative amount of dividends paid by the
Corporation in respect of each share of its common stock from January
31, 2003 through to the date Mariner purchases such Option Shares."
Article IV (B) is hereby amended by modifying the first sentence to read as
follows:
"Mariner shall be entitled to nominate four (4) candidates for election
to the Board, each Participating Shareholder shall be entitled to nominate two
(2) candidates for election to the Board, and the Chief Executive Officer of the
Corporation shall be entitled to nominate one (1) candidate for election to the
Board for a total of eleven (11) directors."
This agreement may be signed in two or more counterparts, each of which shall be
deemed an original and all of which together shall constitute one and the same
instrument.
Balance of Page Intentionally Left Blank - Signature Page Follows
IN WITNESS WHEREOF, the parties hereto have hereunto set their respective hands
as of the day and year first written above.
OTHERS PARTICIPATING SHAREHOLDERS
MARINER PARTNERS, INC. /s/ Xxxx X. Xxxxxxxx
----------------------
Xxxx X. Xxxxxxxx
Address:
By: /s/ Xxxxxxx X. Xxxxxxxxxxxx 00 Xxxxxxxx Xxxx
------------------------------ Xxxxxx, XX 00000
Name: Xxxxxxx X. Xxxxxxxxxxxx
Title: Chairman
/s/ Xxxxxxxx Xxxxxxxx XXXXXXXX INVESTMENTS LLC
------------------------------------
Xxxxxxxx Xxxxxxxx
Address:
00 Xxx Xxxx Xxxx By: /s/ Xxxx X. Xxxxxxxx, Xx.
Xxxxxx, XX 00000 ---------------------------
Xxxx X. Xxxxxxxx, Xx.
Member
By: /s/ Xxxxxxxx Xxxxxxxx
WACHOVIA BANK, N.A. ---------------------------
Successor in Interest To: Xxxxxxxx Xxxxxxxx
FIRST UNION NATIONAL BANK Member
/s/ Xxxxxx X. Xxxxxxx /s/ Xxxx X. Xxxxxxxx, Xx.
------------------------------------ -------------------------------
Name: Xxxxxx X. Xxxxxxx Xxxx X. Xxxxxxxx, Xx.
Title: Vice President and (as trustee of the Xxxxxxxx
Senior Trust Advisor Charitable Remainder Trust)
Address:
00 Xxx Xxxx Xxxx
Xxxxxx, XX 00000
/s/ Xxxxxx X. Xxxxxx
-------------------------------
Xxxxxx X. Xxxxxx
(as trustee of the Xxxxxxxxx
Trusts)
Address:
Warwick & Simses
000 Xxxxx Xxxx Xxx, Xxxxx 000
Xxxx Xxxxx, XX 00000
