-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, JcEFNevcZHV4sTEX2uWJmlJAtwa75BmZnMGWvLsQReLM+b5/7M/PaW7nygBguzdW wu6FHdXhSzGtdstNvEsZKg== 0000913355-98-000004.txt : 19980113 0000913355-98-000004.hdr.sgml : 19980113 ACCESSION NUMBER: 0000913355-98-000004 CONFORMED SUBMISSION TYPE: SC 13D PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 19980112 SROS: NYSE GROUP MEMBERS: LOUISE B. TOLLEFSON FLORIDA INTANGIBLE TAX TRUST GROUP MEMBERS: TUTHILL HOWARD S SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: NYMAGIC INC CENTRAL INDEX KEY: 0000847431 STANDARD INDUSTRIAL CLASSIFICATION: SURETY INSURANCE [6351] IRS NUMBER: 133534162 STATE OF INCORPORATION: NY FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D SEC ACT: SEC FILE NUMBER: 005-43571 FILM NUMBER: 98504810 BUSINESS ADDRESS: STREET 1: 330 MADISON AVE CITY: NEW YORK STATE: NY ZIP: 10017 BUSINESS PHONE: 2125510600 MAIL ADDRESS: STREET 1: 330 MADISON AVE CITY: NEW YORK STATE: NY ZIP: 10017 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: TUTHILL HOWARD S CENTRAL INDEX KEY: 0001051759 STANDARD INDUSTRIAL CLASSIFICATION: [] FILING VALUES: FORM TYPE: SC 13D BUSINESS ADDRESS: STREET 1: C/O CUMMINGS & LOCKWOOD STREET 2: FOUR STAMFORD PLAZA PO BOX 120 CITY: STAMFORD STATE: CT ZIP: 06904 BUSINESS PHONE: 2033271700 MAIL ADDRESS: STREET 1: C/O CUMMINGS & LOCKWOOD STREET 2: FOUR STAMFORD PLAZA PO BOX 120 CITY: STAMFORD STATE: CT ZIP: 06904 SC 13D 1 SCHEDULE 13D UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 NYMAGIC, Inc. (Name of Issuer) Common Stock, $1.00 Par Value (Title of Class of Securities) 629484 10 6 (CUSIP Number) Howard S. Tuthill c/o Cummings & Lockwood Four Stamford Plaza, P.O. Box 120 Stamford, Connecticut 06904 (203) 327-1700 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) December 31, 1997 (Date of Event which Requires Filing of this Statement) If the filing person has previously filed a statement on Schedule 13G to report the acquisition which is the subject of this Schedule 13D, and is filing this Schedule because of Rule 13d-1(b)(3) or (4), check the following box - ---- Page 1 of 7 pages SCHEDULE 13D - ----------------------- ----------------------------------- CUSIP No. 629484 10 6 Page 2 of 7 Pages - ----------------------- ----------------------------------- - ------------ ------------------------------------------------------------------- 1 NAME OF REPORTING PERSON I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) Louise B. Tollefson Florida Intangible Tax Trust u/a 12/23/1997 - ------------ ------------------------------------------------------------------ 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions) (a) |_| (b) |_| - ------------ ------------------------------------------------------------------- 3 SEC USE ONLY - ------------ ------------------------------------------------------------------- 4 SOURCE OF FUNDS (See Instructions) OO - ------------ ------------------------------------------------------------------- 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) |_| - ------------ ------------------------------------------------------------------- 6 CITIZENSHIP OR PLACE OF ORGANIZATION Florida - ------------------------- -------- --------------------------------------------- 7 SOLE VOTING POWER 1,911,211 NUMBER OF -------- --------------------------------------------- SHARES 8 SHARED VOTING POWER BENEFICIALLY 0 OWNED BY -------- --------------------------------------------- EACH 9 SOLE DISPOSITIVE POWER REPORTING 1,911,211 PERSON -------- --------------------------------------------- WITH 10 SHARED DISPOSITIVE POWER 0 - ------------ ------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,911,211 - ------------ ------------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions) |_| - ------------ ------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 19.8% - ------------ ------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON (See Instructions) OO - ------------ ------------------------------------------------------------------- SCHEDULE 13D - ------------------------ --------------------------------- CUSIP No. 629484 10 6 Page 3 of 7 Pages - ------------------------ --------------------------------- - ------------ ------------------------------------------------------------------- 1 NAME OF REPORTING PERSON I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) Howard S. Tuthill - ------------ ------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions) (a) |_| (b) |_| - ------------ ------------------------------------------------------------------- 3 SEC USE ONLY - ------------ ------------------------------------------------------------------- 4 SOURCE OF FUNDS (See Instructions) OO - ------------ ------------------------------------------------------------------- 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) |_| - ------------ ------------------------------------------------------------------- 6 CITIZENSHIP OR PLACE OF ORGANIZATION United States - ------------------------- -------- --------------------------------------------- 7 SOLE VOTING POWER 1,911,211 NUMBER OF -------- --------------------------------------------- SHARES 8 SHARED VOTING POWER BENEFICIALLY 0 OWNED BY -------- --------------------------------------------- EACH 9 SOLE DISPOSITIVE POWER REPORTING 1,911,211 PERSON -------- --------------------------------------------- WITH 10 SHARED DISPOSITIVE POWER 0 - ------------ ------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,911,211 - ------------ ------------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions) |_| - ------------ ------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 19.8% - ------------ ------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON (See Instructions) IN - ------------ ------------------------------------------------------------------- Page 6 of 7 Introduction This Schedule is being filed in order to report the transfer of an aggregate of 1,911,211 shares of common stock, $1.00 par value (the "Common Stock"), of NYMAGIC, Inc., a New York corporation (the "Issuer"), by Louise B. Tollefson ("Tollefson") to Louise B. Tollefson Florida Intangible Tax Trust u/a 12/23/1997 (the "Trust"). Tollefson is a beneficiary of the Trust, and the sole Trustee of the Trust is Howard S. Tuthill ("Tuthill"). The Common Stock was transferred to the Trust by Tollefson on December 31, 1997. Item 1. Security and Issuer. The class of equity securities to which this Schedule relates is the Issuer's Common Stock, $1.00 par value. The Issuer is NYMAGIC, Inc., a New York corporation, and its principal executive offices are located at 330 Madison Avenue, New York, New York 10017. Item 2. Identity and Background. This Schedule is being filed by the Trust and by Howard S. Tuthill in his capacity as the sole Trustee of the Trust. The principal business address of both the Trust and Tuthill (collectively, the "Reporting Persons") is c/o Cummings & Lockwood, Four Stamford Plaza, P.O. Box 120, Stamford, Connecticut 06904. Tuthill is partner at Cummings & Lockwood, a law firm headquartered in Stamford, Connecticut. During the last five years, neither Reporting Person has been convicted in a criminal proceeding nor been the subject of a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, Federal or State securities laws or finding any violation with respect to such laws. Item 3. Source and Amount of Funds or Other Consideration. The transaction which requires the filing of this Schedule was a transfer which was effected without consideration. On December 31, 1997, Tollefson effected a transfer of the Common Stock to the Trust (of which she is a beneficiary). Item 4. Purpose of Transaction. The purpose of the transfer of 1,911,211 of Common Stock by Tollefson to the Trust was to implement certain aspects of Tollefson's estate and tax planning objectives. The Reporting Persons have no plans or proposals which would result in any of the consequences listed in paragraphs (a) - (j) of Item 4 of Schedule 13D. Item 5. Interest in Securities of the Issuer. (a) and (b) Set forth in the table below are the number and percentage of shares of Common Stock of the Issuer beneficially owned by each Reporting Person named in Item 2 as of the date hereof:
Number of Shares Number of Shares Beneficially Owned With Beneficially Owned With Aggregate Number Sole Voting and Shared Voting and of Shares Percentage of Shares Name Dispositive Power Dispositive Power Beneficially Owned Beneficially Owned Louise B. Tollefson Florida Intangible Tax Trust u/a 12/23/1997 1,911,211 0 1,911,211 19.8% Howard S. Tuthill 1,911,211 0 1,911,211 19.8%
(c) The Reporting Persons acquired beneficial ownership of 1,911,211 shares of Common Stock on December 31, 1997 in a transfer by Tollefson. The Reporting Persons gave no consideration for such shares. (d) None. (e) Not Applicable Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer. Pursuant to the terms of the Trust Agreement, dated December 23, 1997, executed in connection with the establishment of the Trust (the "Trust Agreement"), Tuthill shall, upon the day occurring four months after the actual receipt by Tuthill of each particular asset, distribute such asset (or the traceable proceeds of such asset) to the then acting Trustee of the Louise B. Tollefson Revocable Trust, of which Tollefson is currently acting as Trustee. Item 7. Material to Be Filed as Exhibits. Exhibit Number Description 1 Agreement, dated as of January 8, 1998, between the Reporting Persons relating to the filing of a joint Schedule 13D. 2 Louise B. Tollefson Florida Intangible Tax Trust Agreement, dated December 23, 1997, between Louise B. Tollefson and Howard S. Tuthill. SIGNATURES After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct. Dated: January 8, 1998 /s/ Howard S. Tuthill Howard S. Tuthill LOUISE B. TOLLEFSON FLORIDA INTANGIBLE TAX TRUST U/A 12/23/1997 By: /s/ Howard S. Tuthill Howard S. Tuthill Trustee EXHIBIT INDEX Exhibit Number Description 1 Agreement, dated as of January 8, 1998, between the Reporting Persons relating to the filing of a joint Schedule 13D. 2 Louise B. Tollefson Florida Intangible Tax Trust Agreement, dated December 23, 1997, between Louise B. Tollefson and Howard S. Tuthill. EX-10 2 EXHIBIT 1. TRUST AGREEMENT LOUISE B. TOLLEFSON FLORIDA INTANGIBLE TAX TRUST THIS AGREEMENT, dated December 23, 1997, between LOUISE B. TOLLEFSON, of Tequesta, Florida (hereinafter called the "Grantor"), and HOWARD S. TUTHILL, of Darien, Connecticut (hereinafter called the "Trustee"), W I T N E S S E T H: The Grantor hereby delivers and assigns to the Trustee the property specified in Schedule A hereto annexed, the receipt of which is hereby acknowledged by the Trustee, which agrees to hold the same, in trust, together with any property added to the trust estate, as follows: Article I. Distribution of Trust Funds During the Grantor's Lifetime. A. Income Distributions. The Trustee shall pay or apply all or any part of the net income of this trust to or for the benefit of the Grantor, during the Grantor's lifetime, that the Trustee in its discretion considers advisable. Any undistributed income shall be added to principal. The Trustee shall allocate all capital gains and/or losses to income. B. Trustee Power of Appointment. The Trustee may at any time, during the Grantor's lifetime, distribute all or any part of the trust principal to, or in trust for the benefit of the Grantor, the Grantor's spouse, BENNETT H. TOLLEFSON, and THE UNIVERSITY OF NORTH CAROLINA, to be added to the LOUISE BLACKMAN TOLLEFSON SCHOLARSHIP FUND heretofore established, upon such estates or conditions, in such manner, and at such time or times as the Trustee shall direct and appoint in writing specifically referring to and exercising this power; provided, however, that this power shall not be exercisable to any extent for the benefit of the Trustee, the Trustee's estate, the Trustee's creditors or the creditors of the Trustee's estate. In exercising its discretion, the Trustee shall give first consideration to the Grantor, then to the Grantor's spouse, BENNETT H. TOLLEFSON, and then to THE UNIVERSITY OF NORTH CAROLINA, to be added to the LOUISE BLACKMAN TOLLEFSON SCHOLARSHIP FUND heretofore established. Article II. Partial and Full Termination of Trust. Upon the first to occur of the following events, the Trustee shall distribute each particular asset received by the Trustee (or the traceable proceeds of such asset) as hereinafter provided: A. Upon the day occurring four (4) months after the actual date of receipt by the Trustee of each particular asset, the Trustee shall distribute such asset (or the traceable proceeds of such asset), if not previously effectively appointed pursuant to section B of Article I, to the then acting Trustee of the Louise B. Tollefson Revocable Trust under an agreement signed by Louise B. Tollefson, as both "Grantor" and "Trustee," on the same day as and immediately prior to this Agreement, as amended to the date of the Grantor's death, to be added to the principal of such trust, or, if such trust is not then in existence, to the Grantor. B. Upon the death of the Grantor, the Trustee shall distribute any and all undistributed income and principal of this trust not effectively appointed pursuant to section B of Article I, to the then acting Trustee of the Louise B. Tollefson Revocable Trust under an agreement signed by Louise B. Tollefson, as both "Grantor" and "Trustee," on the same day as and immediately prior to this Agreement, as amended to the date of the Grantor's death, to be added to the principal of such trust, or, if such trust is not then in existence, to the Personal Representative of the Grantor's estate, to be disposed of as part of the Grantor's estate. C. Notwithstanding the foregoing provisions of this Article, the Trustee shall retain the assets initially listed on Schedule A attached hereto until the date of the Grantor's death. Article III.: Appointment of Trustees. If HOWARD S. TUTHILL ceases to act as Trustee, HOWARD S. TUTHILL, III, currently of Ridgefield, Connecticut, is appointed as Trustee, to act together with any other then acting Trustee. Any individual Trustee shall be considered removed at such time as such Trustee is unable to manage the Trustee's affairs. 2 For purposes of this Agreement, an individual Trustee shall be considered to be unable to manage the Trustee's affairs if such individual is under a legal disability or by reason of mental illness or physical disability is unable to give prompt and intelligent consideration to financial matters. The determination as to the inability shall be made in writing by a physician who has examined such individual, and the Trustee may rely upon such written determination. Any individual Trustee may at any time appoint such Trustee's successor as Trustee, unless the foregoing provisions of this Agreement effectively provide for such Trustee's successor. Notwithstanding any provisions in this Agreement to the contrary, no individual who is a resident of the State of Florida, and no corporation doing business in, or qualified to do business in, the State of Florida may serve as Trustee of this Trust. Any individual Trustee who is or becomes a resident of the State of Florida, or any corporate Trustee which does business in the State of Florida or becomes qualified to do business in the State of Florida, shall cease to act as a Trustee at such time. If at any time there is no Trustee and the foregoing provisions of this Agreement do not effectively provide for a successor Trustee, the Grantor may appoint one or more successor Trustees. The Grantor may not serve as Trustee. Any fiduciary is authorized to resign at any time without court approval. The resignation, appointment, or revocation of appointment may be made by the person authorized to take such action by delivery of an acknowledged instrument to the Trustee then acting and any Trustee to be appointed, or, if none, to a court having jurisdiction over the trust. Any appointment of a Trustee may be conditioned to commence or cease upon a future event and may be revoked or modified at any time before such future event has occurred. 3 Unless otherwise expressly provided, any power to appoint a Trustee shall permit appointment of an individual, bank or trust company as such fiduciary, and shall be exercised by the parent (or, if none, the legal representative) of any minor and the legal representative of any legally incapacitated person holding such power. Article IV. Administrative and Tax Provisions. A. Irrevocable Trust. This Agreement and any trust created hereunder shall be irrevocable and shall not be subject to alteration or amendment in any respect. B. Additions to Trust. Any person may add property to the trust estate by lifetime gift or by transfer taking effect at death, provided such property is acceptable to the Trustee. C. Situs of Trust Property. No Trustee shall invest in real property having a situs in the State of Florida. D. Requirement of Survival. No beneficiary shall be considered to have survived the event terminating any trust and be entitled to any trust funds on that event unless such beneficiary survives for at least ninety (90) days after that event. E. Distributions to Minors. If the Trustee is authorized or required to distribute trust funds to a beneficiary who is then a minor, and the Trustee does not believe that an immediate distribution is in the beneficiary's best interests, it may instead distribute such property to any adult caring for the beneficiary or to the beneficiary's Guardian or Custodian under a Uniform Gifts to Minors Act or Uniform Transfers to Minors Act. In the alternative, the Trustee may hold and invest such property as a separate fund for such beneficiary, and accumulate income or pay or apply any part of the fund to or for the beneficiary's benefit from time to time, as it considers advisable. Any accumulated income shall be added to principal annually. When the beneficiary becomes an adult, the Trustee shall distribute the fund to the beneficiary. If the beneficiary dies before becoming an adult, the Trustee shall distribute the fund to the beneficiary's legal representative. 4 F. Permissible Use of Trust Funds. Upon the death of the Grantor, the Trustee may in its discretion purchase property from the Grantor's estate, make loans to the Grantor's estate, and guarantee the obligations of the Grantor's estate and pledge trust property as security therefor upon whatever terms and in whatever manner and with whatever security the Trustee considers advisable. This provision shall not give either the Grantor or the Grantor's estate any right or authority over trust property. G. Governing Law. The validity, construction and administration of this Agreement and any trust hereunder shall be governed by the laws of Florida. H. Consideration of Other Income of Beneficiaries. In exercising discretion to distribute trust funds to any beneficiary, the Trustee may (but shall not be required to) take into consideration any other income reasonably available to such beneficiary. I. Informal Accountings. The Trustee may provide to the Grantor, or, after the Grantor's death, to each legally competent eligible income beneficiary and presumptive remainderman (or the parent or Guardian of the estate of any such minor or incompetent person), statements of trust transactions at such time and in such form as it considers advisable. If all such persons give written approval of the statement, it shall be final, binding and conclusive on all persons interested in the trust. J. Investment Counsel. The Trustee may employ investment counsel; consult with such counsel on any matters relating to the retention, sale, purchase, investment, or reinvestment of securities or other property; and pay such investment counsel reasonable compensation for its services in addition to the regular compensation of the Trustee. The Trustee may act upon or refrain from acting upon the advice of such investment counsel in whole or in part, and to the extent the Trustee follows the advice of such counsel the Trustee shall not be liable for any action taken, except in the case of willful misconduct. Notwithstanding the foregoing provisions of this section J, no investment counsel which is a resident of the State of Florida, doing business in the State of Florida, or qualified to do 5 business in the State of Florida, shall have the discretionary authority to make decisions relating to the retention, sale, purchase, investment or reinvestment of securities or other property. K. Trustee Relieved From Liability. No individual Trustee shall be liable for any mistake or error of judgment, or for any action taken or omitted, either by the Trustee or by any agent or attorney employed by the Trustee, or for any loss or depreciation in the value of the trust, except in the case of willful misconduct. L. Successor Trustee. No Trustee has a duty to examine the transactions of any prior Trustee. Each Trustee is responsible only for those assets which are actually delivered to it. M. Delegation. Any Trustee may delegate to the other Trustees the right to exercise any power (discretionary, administrative or otherwise), and may revoke the delegation at any time, by delivery of an acknowledged instrument to such other Trustees. N. Powers of Appointment. Any power of appointment created under this Agreement may be exercised only by an express reference to the power which includes the name of the Grantor. A person exercising a power of appointment may appoint trust funds outright or in trust. The choice of terms, Trustees and jurisdiction of any trust shall be entirely within the discretion of the person having the power of appointment, except to the extent otherwise expressly provided in this Agreement. No power of appointment shall be exercisable by a beneficiary over any property or its proceeds added to a trust by means of a disclaimer by such beneficiary. O. Management Powers of Trustee. Without limitation of the powers conferred upon it by law but subject to the foregoing terms of this Agreement, the Trustee is authorized: (1) To retain, acquire, or sell any property (including any discretionary common trust fund of any corporate fiduciary acting under this Agreement, covered and uncovered stock options, and investments in foreign securities), without regard to diversification and without being limited to the investments authorized for trust funds; (2) to exercise stock options; (3) to enter into 6 agreements for the sale, merger, reorganization, dissolution or consolidation of any corporation or properties; (4) to manage, improve, repair, sell, mortgage, lease (including the power to lease for oil and gas), pledge, convey, option or exchange any property and take back purchase money mortgages thereon, without court order; (5) to make distributions in cash or in kind, or partly in each, and, in the discretion of such fiduciaries, to allocate particular assets or portions thereof to any one or more beneficiaries, provided that such property shall be valued for purposes of distribution at its value on the date of distribution; (6) to maintain custody or brokerage accounts (including margin accounts) and to register securities in the name of a nominee; (7) to compromise and settle claims (including those relating to taxes) without court order; (8) to borrow funds from any person or corporation (including a Trustee) and pledge or mortgage trust assets to secure such loans; (9) to extend, renew or renegotiate the Grantor's loans or guarantees; (10) to employ attorneys, accountants, investment counsel, custodians and brokers to assist in the administration of trust property; (11) to vote and give proxies to vote shares of stock; (12) to make joint investments in property, real or personal; (13) to divide any trust into separate trusts; and (14) if there is more than one trust established under this Agreement, to administer such trusts as a single fund. Article V. Identification of Trust. This Trust Agreement may be referred to as the "Louise B. Tollefson Florida Intangible Tax Trust dated December 23, 1997." IN WITNESS WHEREOF, LOUISE B. TOLLEFSON, the Grantor, has hereunto set the Grantor's hand and seal as of the 23 day of December, 1997. /s/ Louise B. Tollefson LOUISE B. TOLLEFSON Grantor SIGNED, SEALED, PUBLISHED and DECLARED by LOUISE B. TOLLEFSON, the Grantor, as and for the Louise B. Tollefson Florida Intangible Tax Trust dated 7 December 23, 1997, in the presence of us and each of us, who, at the Grantor's request, in the Grantor's presence and in the presence of each other, have hereunto subscribed our names as witnesses on the day and in the year first above written. /s/ Lauren Vodola of Stamford, CT Signature of Witness #1 Address of Witness #1 /s/ Jeanine Pereira of Bridgeport, CT Signature of Witness #2 Address of Witness #2 STATE OF CONNECTICUT ) ) ss: Stamford COUNTY OF FAIRFIELD ) The foregoing instrument was acknowledged before me this 23rd day of December, 1997, by LOUISE B. TOLLEFSON, who is personally known to me. /s/ Robert G. Simses -------------------------------- Notary Public Commissioner of the Superior Court My Commission Expires: 8 IN WITNESS WHEREOF, HOWARD S. TUTHILL, the Trustee, has hereunto set the Trustee's hand and seal as of the 29 day of December, 1997. /s/ Howard S. Tuthill HOWARD S. TUTHILL Trustee STATE OF FLORIDA ) ) ss: Palm Beach COUNTY OF PALM BEACH ) The foregoing instrument was acknowledged before me this 29 day of December, 1997, by HOWARD S. TUTHILL, who is personally known to me or who has produced a driver's license as identification. /s/ Tracy Varona -------------------------------- Notary Public My Commission Expires: 9 SCHEDULE A FIVE DOLLARS..........................................................$5.00 10 EX-10 3 EXHIBIT 2. JOINT FILING AGREEMENT EXHIBIT 1 AGREEMENT This Agreement is made as of the 8th day of January, 1998 between Louise B. Tollefson Florida Intangible Tax Trust u/a 12/23/1997 (the "Trust") and Howard S. Tuthill ("Tuthill"). The Parties hereto hereby agree that a single, joint statement containing the information required by Schedule 13D under the Securities Exchange Act of 1934 with respect to the beneficial ownership of shares of Common Stock of NYMAGIC, Inc., a New York corporation, may be filed with the Securities and Exchange Commission on behalf of each of the Trust and Tuthill. IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date first written above. LOUISE B. TOLLEFSON FLORIDA INTANGIBLE TAX TRUST U/A 12/23/1997 By: /s/ Howard S. Tuthill Howard S. Tuthill Trustee /s/ Howard S. Tuthill Howard S. Tuthill -----END PRIVACY-ENHANCED MESSAGE-----