Estate of Cyril I. Magnin, Deceased, Donald Isaac Magnin, Executor - Page 6




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                                        Joseph             Cyril                      
                                                                                     
               Voting common stock             112.5               47.5               
               Nonvoting preferred stock    25,000          25,000                    
               On October 31, 1951, Cyril also held certain options to                
          acquire JM stock.  On October 31, 1945, Joseph had granted to               
          Cyril and Anna (as joint tenants with the right of survivorship)            
          an option to purchase 18,158 shares of Joseph’s common stock in             
          JM at $1 per share.  The option could be exercised only within 90           
          days after Joseph’s death.  Cyril also held various options to              
          purchase 7,185 shares of JM common and 11,850 shares of JM                  
          preferred stock owned by Edward R. and Mae C. Nichols, which were           
          granted by four agreements dated between April 4, 1941, and May             
          6, 1943 (the Nichols options).4  Joseph was a party to the May 6            
          agreement, which had granted the option to purchase most of the             
          Nicholses’ JM stock (i.e., 7,185 shares of common and 10,000                
          shares of preferred stock).                                                 
          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            

               4In May 1960, Cyril assigned his rights in the Nichols                 
          options to the testamentary trust established by Joseph’s will of           
          which he was the trustee.  On June 3, 1960, Cyril exercised the             
          options on behalf of the trust.                                             





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