EXHIBIT 2.2

VOTING AGREEMENT

by and

among

THE STOCKHOLDERS OF BEXIL CORPORATION NAMED HEREIN,

and

YORK INSURANCE HOLDINGS, INC.

DATED AS OF DECEMBER 23, 2005

VOTING AGREEMENT

        VOTING AGREEMENT, dated as of December 23, 2005 (the “ Agreement ”), by and among YORK INSURANCE HOLDINGS, INC., a Delaware corporation (“ Buyer ”) and certain of the stockholders (“ Stockholders ”) of BEXIL CORPORATION, a Maryland corporation (“ Bexil ”).

        WHEREAS, in connection with the execution of this Agreement, Bexil and Buyer entered into a Stock Purchase Agreement (the “ Purchase Agreement ”) (capitalized terms used but not defined herein shall have the meanings set forth in the Purchase Agreement);

        WHEREAS, as of the date hereof, each Stockholder beneficially owns (as such term is defined in Rule 13d-3 promulgated under the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder (the “ Exchange Act ”)) the number of shares of common stock of Bexil set forth opposite such Stockholder’s name on Schedule I hereto (such shares of common stock, together with any other shares of stock of Bexil, the voting power over which is acquired by such Stockholder during the period from and including the date hereof through and including the date on which this Agreement is terminated in accordance with its terms, the “ Subject Shares ”); and

        WHEREAS, as a condition to their willingness to enter into the Purchase Agreement, the Company and Buyer have required that the Stockholders enter into this Agreement.

        NOW, THEREFORE, in consideration of the foregoing and the respective representations, warranties, covenants and agreements contained in this Agreement and intending to be legally bound, the parties agree as follows:

ARTICLE I

VOTING AND CONSENT MATTERS

Section 1.1 Agreement to Vote and Execute Consents . Each Stockholder hereby agrees that, from and after the date hereof until the termination of this Agreement, at any duly called meeting of the stockholders of Bexil, and in any action by written consent of the stockholders of Bexil, such Stockholder shall, if a meeting is held, appear at the meeting, in person or by proxy, or otherwise cause the Subject Shares to be counted as present thereat for purposes of establishing a quorum, and it shall vote or consent (or cause to be voted or consented), in person or by proxy, all the Subject Shares (a) in favor of approval of the Purchase Agreement and the Bexil Sale and each of the other transactions and other matters specifically contemplated by the Purchase Agreement, (b) against any action or agreement submitted for approval of the stockholders of Bexil that would result in a breach of any covenant, representation or warranty or any other obligation or agreement of Bexil or any Bexil Subsidiary under the Purchase Agreement and (c) except as otherwise agreed in writing by Buyer, against any action, agreement, transaction or proposal submitted for approval of the stockholders of Bexil that would reasonably be expected to result in any of the conditions to Bexil’s obligations under the Purchase Agreement not being fulfilled or that is intended, or would reasonably be expected to, prevent, impede, interfere with, delay or adversely affect the transactions contemplated by the Purchase Agreement. Any vote by such Stockholder that is not in accordance with this Section 1.1 shall be considered null and void. Such Stockholder shall not enter into any agreement or understanding with any person or entity prior to the termination of this Agreement to vote or give instructions in a manner inconsistent with clauses (a), (b) or (c) of this Section 1.1.

ARTICLE II

REPRESENTATIONS AND WARRANTIES OF THE STOCKHOLDERS

        Each of the Stockholders hereby severally represents and warrants to Buyer as follows with respect to itself only:

Section 2.1 Existence; Authorization . Each Stockholder that is an entity is duly organized, validly existing and in good standing (with respect to jurisdictions that recognize such concept) under the laws of the jurisdiction of its organization or formation and each Stockholder has all requisite power, capacity and authority to enter into this Agreement, to carry out its obligations hereunder and to consummate the transactions contemplated by this Agreement. This Agreement has been duly and validly executed and delivered by such Stockholder and, assuming due execution and delivery by each of the other parties hereto, this Agreement constitutes a legal, valid and binding obligation of such Stockholder, enforceable against such Stockholder in accordance with its terms, except as such enforceability may be limited by bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and other similar laws of general applicability relating to or affecting creditors’ rights, and to general equitable principles.

Section 2.2 No Conflict; Required Filings and Consents.

(b)     The execution and delivery of this Agreement by such Stockholder does not, and the performance of this Agreement by such Stockholder will not, (i) conflict with or violate the certificate of incorporation, bylaws or other organizational documents, if any, as the case may be, of such Stockholder, (ii) conflict with or violate any applicable Law by which any property or asset of such Stockholder is bound or affected or (iii) result in any breach of, or constitute a default (or event that with notice or lapse of time or both would become a default) under, or give to others any rights of termination, amendment, acceleration or cancellation of, or result in the creation of a Lien on any Subject Shares (other than pursuant to this Agreement) pursuant to, any note, bond, mortgage, indenture, contract, agreement, lease, license, permit, franchise or other instrument or obligation of such Stockholder (including any trust agreement, voting agreement, stockholders agreement or voting trust).

(b)     The execution and delivery of this Agreement by such Stockholder does not, and the performance of this Agreement by such Stockholder shall not, require any consent, approval, authorization or permit of, or filing with, or notification to, any Governmental Entity, except where the failure to obtain such consents, approvals, authorizations or permits, or to make such filings or notifications, would not prevent or materially delay the ability of such Stockholder to carry out its obligations under, and to consummate the transactions contemplated by, this Agreement.

Section 2.3 Ownership of Shares . Such Stockholder is the record or beneficial owner of, and has good title to, the Subject Shares set forth opposite its name on Schedule I. Such Stockholder, together with its affiliates, has sole voting power, and sole power of disposition, with respect to all of its Subject Shares. The Subject Shares are all the securities of the Company owned, either of record or beneficially, by such Stockholder as of the date hereof. The Subject Shares owned by such Stockholder are free and clear of all Encumbrances, other than any Encumbrances created by this Agreement. The Stockholder has not appointed or granted any proxy inconsistent with this Agreement, which appointment or grant is still effective, with respect to the Subject Shares.

ARTICLE III

REPRESENTATIONS AND WARRANTIES OF BUYER

        Buyer hereby represents and warrants to each Stockholder as follows:

Section 3.1 Corporate Authorization . Buyer is duly organized, validly existing and in good standing under the laws of the State of Delaware and has all requisite power and authority to enter into and perform all of its obligations under this Agreement and to consummate the transactions contemplated by this Agreement. The execution, delivery, and performance of this Agreement by Buyer, the performance of its obligations hereunder and the consummation by it of the transactions contemplated hereby have been duly authorized by all requisite action on the part of Buyer. This Agreement has been duly and validly executed and delivered by Buyer and, assuming due execution and delivery by each of the other parties hereto, constitutes a valid and binding agreement of Buyer, enforceable against Buyer in accordance with its terms, except as such enforceability may be limited by bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and other similar laws of general applicability relating to or affecting creditors’ rights, and to general equitable principles.

Section 3.2 No Conflict; Required Filings and Consents . Neither the execution and delivery of this Agreement by Buyer nor the consummation by Buyer of the transactions contemplated hereby nor compliance by Buyer with any of the provisions hereof shall (a) conflict with or result in any breach of Buyer’s certificate of incorporation or bylaws or (b) result in any breach of, or constitute a default (or event that with notice or lapse of time or both would become a default) under, or g