Exhibit 10.22
AMENDMENT NUMBER 4
DATED AS OF FEBRUARY 24, 2004
TO
NYMAGIC,
INC. VOTING AGREEMENT
Reference is made to the Voting Agreement (the "Agreement") dated
as of
February 20, 2002, as amended March 1, 2002
and further amended by Amendment No.
2 dated as of January 27, 2003 and
Amendment No. 3 dated as of March 12, 2003 by
and among (i) MARK W. BLACKMAN; BLACKMAN
INVESTMENTS LLC; JOHN N. BLACKMAN, JR.
(the "Blackman Trustee") as trustee of the
Blackman Charitable Remainder Trust;
and ROBERT G. SIMSES (the "Tollefson
Trustee") as trustee of the Louise B.
Tollefson 2000 Florida Intangible Tax
Trust, as co-trustee of the Louise B.
Tollefson Charitable Lead Annuity Trust,
and as co-trustee of the Bennett H.
Tollefson Charitable Lead Unitrust (the
"Participating Shareholders"); (ii)
KATHLEEN BLACKMAN as co-trustee with the
Blackman Trustee of the Blackman
Charitable Remainder Trust, (iii) WACHOVIA
BANK, N.A., as successor in interest
to First Union National Bank, as co-trustee
with the Tollefson Trustee of the
Louise B. Tollefson Charitable Lead Annuity
Trust, and as co-trustee with the
Tollefson Trustee of the Bennett H.
Tollefson Charitable Lead Unitrust; and (iv)
MARINER PARTNERS, INC.
Capitalized terms not otherwise defined herein are used with
the
meanings ascribed to such terms in the
Agreement.
Article IV (B) is deleted in its entirety
and replaced by the following:
"(B) Mariner shall be entitled to nominate
three (3) candidates for election to
the Board; Robert G. Simses shall be
entitled to nominate one (1) candidate for
election to the Board, including himself;
Mark W. Blackman shall be entitled to
nominate one (1) candidate for election to
the Board and John N. Blackman Jr.
shall be entitled to nominate one (1)
candidate for election to the Board,
provided that the candidates nominated to
the Board by Mark W. Blackman and John
N. Blackman, Jr. shall qualify as
Independent Directors in accordance with the
Rules of the New York Stock Exchange and
all other applicable laws and
regulations that may be enacted from time
to time; and, the Chief Executive
Officer of NYMAGIC, INC. shall be entitled
to nominate three (3) directors for
election to the Board, all of whom
