Estate of Cyril I. Magnin, Deceased, Donald Isaac Magnin, Executor - Page 13

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          supplementary agreement.  This second supplementary agreement set           
          forth the parties' understanding that nothing in the 1951                   
          Agreement prohibited Cyril from selling all his stock of, or from           
          dissolving, JM or Specialty in the event that either corporation            
          received a fair purchase offer.  In such event, Cyril agreed to             
          create a trust of the stock proceeds under the terms of which the           
          income would belong to Cyril for his life, and the principal                
          would be distributed to his children upon his death.  Cyril also            
          agreed under this second supplementary agreement to vote his                
          shares (as an individual and as trustee for Joseph's testamentary           
          trust) so that his children would constitute two of the five                
          members of the board of directors of each corporation.7                     

          Performance of October 31, 1951, Agreement                                  

               Joseph died on April 29, 1953.  Cyril was the executor of              
          Joseph's estate.  Joseph's Last Will and Testament bequeathed all           
          his stock in JM and Specialty to Cyril in trust and provided that           
          Cyril was to divide the stock into four separate trusts.  One-              
          half of the stock was to be placed in the Cyril Magnin Trust for            
          the benefit of Cyril.  One-sixth of the stock was to be placed in           
          each of the three remaining trusts, one trust for the benefit of            


          7It appears that this provision of the second supplemental                  
          agreement was drafted in error.  Although Cyril promised to vote            
          his shares so that his children would constitute two of the five            
          directors, JM had seven and Specialty had three authorized                  
          directors as of November 1952.                                              




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