<DOCUMENT>
<TYPE>SC 13D/A
<SEQUENCE>1
<FILENAME>d65383_sc13d-a.txt
<DESCRIPTION>AMENDMENT NO. 2 TO SCHEDULE 13D
<TEXT>

                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                  SCHEDULE 13D
                                (Amendment No. 2)

                    Under the Securities Exchange Act of 1934

                            MAGNA INTERNATIONAL INC.
                                (Name of Issuer)

                        CLASS A SUBORDINATE VOTING SHARES
                         (Title of Class of Securities)

                                   559222 401
                                 (CUSIP Number)

            Dan Fuoco                               Brian Colburn
     Magna International Inc.         Executive Vice President, Special Projects
         337 Magna Drive                            and Secretary
     Aurora, Ontario L4G 7K1                   Magna International Inc.
          (905) 726-7123                           337 Magna Drive
                                               Aurora, Ontario L4G 7K1
                                                    (905) 726-2462

                  (Name, Address and Telephone Number of Person
                Authorized to Receive Notices and Communications)

                                 with a copy to:
                              Kenneth G. Alberstadt
                    Law Office of Kenneth G. Alberstadt PLLC
                            111 Broadway, 18th Floor
                            New York, New York 10006
                                 (212) 404-7566

                               September 16, 2005
             (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 that is the subject of this Schedule 13D, and is filing this
schedule because of ss.ss.240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the
following box. |_|

Note: Schedules filed in paper format shall include a signed original and five
copies of the schedule, including all exhibits. See ss.240.13d-7 for other
parties to whom copies are to be sent.

<PAGE>

CUSIP No. 559222 401

--------------------------------------------------------------------------------
1    NAME OF REPORTING PERSON
     S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSON

     FRANK STRONACH
--------------------------------------------------------------------------------
2    CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
                                                                 (a)  |_|
                                                                 (b)  |_|
--------------------------------------------------------------------------------
3    SEC USE ONLY


--------------------------------------------------------------------------------
4    SOURCE OF FUNDS*

     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

     Austria
--------------------------------------------------------------------------------
               7    SOLE VOTING POWER

                    6,418,970
               -----------------------------------------------------------------
  NUMBER OF    8    SHARED VOTING POWER
   SHARES
BENEFICIALLY        0
  OWNED BY     -----------------------------------------------------------------
    EACH       9    SOLE DISPOSITIVE POWER
  REPORTING
   PERSON           6,418,970
    WITH       -----------------------------------------------------------------
               10   SHARED DISPOSITIVE POWER

                    0
--------------------------------------------------------------------------------
11   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

     6,418,970
--------------------------------------------------------------------------------
12   CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*  |_|


--------------------------------------------------------------------------------
13   PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

     5.9%
--------------------------------------------------------------------------------
14   TYPE OF REPORTING PERSON*

     IN
--------------------------------------------------------------------------------


                                       2
<PAGE>

INTRODUCTION

This Amendment No. 2 to Schedule 13D amends the Statement on Schedule 13D (the
"Statement") filed by Frank Stronach on September 5, 2005 with respect to the
Class A Subordinate Voting Shares (the "Class A Shares") of Magna International
Inc. (the "Company").

ITEM 1. SECURITY AND ISSUER

This statement relates to the Class A Shares. The principal executive offices of
the Company are located at 337 Magna Drive, Aurora, Ontario, Canada, L4G 7K1.

ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.

(a)      The reporting person beneficially owns 100,000 Class A Shares that are
         subject to a fully vested and immediately exercisable option (the
         "Option") that was issued to the reporting person by the Company on
         November 5, 1999 in partial consideration for his services as Chairman
         of the Company. The Option is held directly by the reporting person.

         The reporting person acts as one of three trustees of the Stronach
         Trust. The remaining trustees of the Stronach Trust are Elfriede
         Stronach, the reporting person's spouse, and Andrew Stronach, the
         reporting person's son. The reporting person is entitled to appoint
         additional trustees and to remove trustees. Determinations by the
         Stronach Trust are made by a majority of the trustees, which majority
         must include the reporting person. The Stronach Trust owns all of the
         outstanding shares of 445327 Ontario Limited ("445327"). 445327 holds
         726,829 Class B Shares of the Company, such shares representing
         approximately 55.4% of the total votes carried by the Class A Shares
         and the Class B Shares. 865714 Ontario Inc. ("865714"), an entity that
         was incorporated to provide a continuing separate vehicle for the
         acquisition of capital stock of the Company and the sale thereof to
         members of Company management, beneficially owns 91,740 Class A Shares
         issuable upon conversion of an equivalent number of Class B Shares held
         by it, with respect to which Class B Shares the Company exercises
         dispositive power pursuant to a unanimous shareholder agreement.

         The reporting person acts as one of the three trustees of the Employees
         Deferred Profit Sharing Plan (US) (the "US DPSP") of the Company, which
         holds 2,343,775 Class A Shares.

         The Sun Life Assurance Company of Canada is the trustee of the Magna
         Deferred Profit Sharing Plan (Canada) (the "Canadian DPSP" and,
         together with the US DPSP, the "Plans"), which beneficially owns
         2,630,151 Class A Shares (including 111,444 Class A Shares issuable
         upon conversion of an equivalent number of Class B Shares held by it).
         The Sun Life Assurance Company of Canada has the power to vote the
         Class A Shares held by the Canadian DPSP. However, as Chairman of the
         Company, the reporting person has the right to direct The Sun Life
         Assurance Company of Canada with respect to the voting and disposition
         of the Class A Shares held by the Canadian DPSP.

         Elfriede Stronach, the reporting person's spouse, holds 1300 Class A
         Shares. The reporting person disclaims beneficial ownership of such
         Class A Shares and they are excluded from the beneficial ownership
         position of the reporting person described herein.

         The reporting person is a partner of Stronach & Co. ("S&Co."), an
         entity that provides consulting services to certain subsidiaries of the
         Company. Pursuant to the terms of the previously reported
         privatizations of Tesma International Inc., Decoma International Inc.
         and Intier Automotive Inc., options held by S&Co. for the purchase of
         capital stock of such entities became exercisable for a total of
         526,475 Class A Shares.


                                       3
<PAGE>

         The filing of this amendment shall not be construed as an admission
         that the reporting person beneficially owns any Class A Shares that are
         or may be deemed to be beneficially owned by S&Co., the Stronach Trust,
         445327, the Company, 865714 or the Plans. Without limitation of the
         foregoing, the reporting person disclaims beneficial ownership of such
         Class A Shares for purposes other than U.S. securities law purposes.
         Assuming the beneficial ownership of all such Class A Shares, the
         reporting person is the beneficial owner of 6,418,970 Class A Shares,
         representing 5.9% of the Class A Shares (determined in accordance with
         Rule 13d-3).

(b)      The reporting person may be deemed to have sole voting and dispositive
         power with respect to all Class A Shares that are the subject of this
         statement.

(c)      During the sixty days preceding the filing of this statement, the
         reporting person may be deemed to have (i) disposed of beneficial
         ownership of 195,456 Class A Shares that were liquidated by the Plans
         in open market transactions in connection with account withdrawals by
         Plan participants, (ii) disposed of beneficial ownership of 33,880
         Class A Shares previously held by 1620364 Ontario Inc., an entity that
         was incorporated to provide a continuing separate vehicle for the
         acquisition of capital stock of the Company and the sale thereof to
         members of Company management and (iii) acquired and disposed of
         beneficial ownership of 185,466 Class A Shares previously held by
         1659221 Ontario Inc., an entity that was incorporated to provide a
         continuing separate vehicle for the acquisition of capital stock of the
         Company and the sale thereof to members of Company management.

(d)-(e)  Not applicable.

ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO
        SECURITIES OF THE ISSUER

On March 4, 2005, the Stronach Trust, as sole shareholder of 445327, adopted two
representative designations with respect to 445327 under Section 102(2) of the
Ontario Business Corporations Act (the "OBCA"). The first designation (the
"First Prior Designation") appointed the reporting person as 445327's authorized
representative to exclusively represent 445327 at all meetings of the
shareholders of the Company and to vote all shares of capital stock of the
Company owned by 445327 solely in the manner directed by the Stronach Trust. The
second designation (the "Second Prior Designation" and, together with the First
Prior Designation, the "Prior Designations") appointed Belinda Stronach,
effective upon the death or disability of the reporting person and upon the
occurrence of certain other events, as 445327's authorized representative with
respect to shares of capital stock of the Company held by 445327. Belinda
Stronach is the reporting person's daughter.

On or about September 15, 2005, Belinda Stronach, the daughter of the reporting
person, resigned as the sole director and officer of 445327 and as a trustee of
the Stronach Trust. On or about September 16, 2005, the following actions were
taken: (i) the reporting person and his spouse were elected as the directors of
445327, (ii) the reporting person's spouse was appointed as President and
Secretary of 445327, (iii) the Stronach Trust and Ms. Stronach, constituting all
of the shareholders of 445327, adopted a representative designation in
replacement of the First Prior Designation that appointed the reporting person
as the voting representative of 445327, (iv) the Second Prior Designation was
revoked, (v) the existing unanimous shareholders agreement of 4453427 was
terminated, except for a provision permitting the Stronach Trust to purchase
Belinda Stronach's shares in 445327, and (vi) Belinda Stronach executed an
undertaking in favor of a third party with respect to such shares. The Stronach
Trust, 445327 and Belinda Stronach then entered into a new unanimous shareholder
agreement.

The purpose of the foregoing actions was to divest Belinda Stronach of interests
relating to 445327 and its portfolio companies, including the Company, to the
extent required by the Conflict of Interest and Post-Employment Code for Public
Office Holders (2004) of the Government of Canada (the "Code"). Following these
actions, the parties to the agreements and instruments described above entered
into and placed in


                                       4
<PAGE>

escrow a second series of documents that will facilitate the reinstatement of
the Prior Designations and related arrangements at such time as Belinda Stronach
is no longer subject to the Code.

ITEM 7. MATERIAL TO BE FILED AS EXHIBITS.

Exhibit A   Resolutions of the Shareholders of 445327

Exhibit B   Shareholder Agreement dated as of September 15, 2005 among 445327,
            the trustees of the Stronach Trust and Belinda Stronach

Exhibit C   Authorizing Resolution


                                       5
<PAGE>

                                    SIGNATURE

After reasonable inquiry and to the best knowledge and belief of the
undersigned, the undersigned certifies that the information set forth in this
statement is true, complete and correct.

Dated as of September 16, 2005


                                       /s/ FRANK STRONACH
                                       ---------------------------
                                       Frank Stronach


                                       6
<PAGE>

                                                                       Exhibit A

                         RESOLUTIONS OF THE SHAREHOLDERS

                                       OF

                             445327 ONTARIO LIMITED
                               (the "Corporation")

APPOINTMENT OF FRANK STRONACH AS REPRESENTATIVE OF THE CORPORATION

WHEREAS

A.    The Corporation holds shares in the capital stock of Magna International
      Inc. ("Magna") and MI Developments Inc. ("MID") and may from time to time
      acquire and hold shares of other bodies corporate which are, or in the
      future become, successors to all or part of the business or undertaking of
      Magna or MID from time to time, including any shares held directly or
      indirectly by any affiliate or subsidiary (as such terms are defined in
      the Business Corporations Act (Ontario) ("OBCA")) of Magna or MID or of
      other bodies corporate any of the shares of which are, or have been
      previously, owned directly or indirectly by Magna or MID and which shares
      have been, or in the future are, distributed or otherwise transferred to
      any of the shareholders of Magna or MID (collectively, the "Magna
      Entities");

B.    Each of the Corporation, Magna and MID are incorporated under and are
      governed by the OBCA;

C.    The Corporation wishes to authorize an individual (the "Representative")
      to represent it at meetings of the shareholders of Magna and MID and, to
      the extent that the Corporation owns shares in the capital stock thereof,
      at meetings of any other Magna Entity; and

D.    The discretion, rights and powers of the directors of the Corporation
      (including each individual who is now a director of the Corporation or is
      subsequently elected or appointed a director of the Corporation) to
      manage, and supervise the management of, the business and affairs of the
      Corporation is restricted by a unanimous shareholder agreement between the
      shareholders of the Corporation and the Corporation made the 15th day of
      September, 2005 (as amended, restated, superseded, replaced or otherwise
      modified from time to time, the "USA");

NOW THEREFORE BE IT RESOLVED that:

1.    Frank Stronach is hereby appointed as the Corporation's authorized
      representative to exclusively represent the Corporation at all meetings of
      the shareholders of Magna and to act on the Corporation's behalf at all
      such meetings, and he is hereby authorized to exercise on behalf of the
      Corporation all the powers it could exercise if it were an individual
      holder of shares in the capital stock of Magna, including the right and
      power to exercise all voting rights attaching or applicable to any shares
      in the capital stock of

<PAGE>

      Magna owned directly by the Corporation from time to time and to exercise
      those rights and powers by, without limitation, executing and delivering
      on behalf of the Corporation all necessary or desirable documents or
      instruments in writing, including all proxies, ballots and resolutions in
      writing in lieu of an actual meeting of shareholders, subject always to
      the requirement that those rights and powers shall only be exercised by
      him in the manner directed by the Trustees of Stronach Trust in accordance
      with Section V(I) of the trust indenture constituting Stronach Trust dated
      the 18th day of February, 1991 (the "Trust Indenture") and otherwise in
      accordance with the provisions of the Trust Indenture.

2.    Subject to the terms hereof, Frank Stronach is hereby appointed as the
      Corporation's authorized representative to exclusively represent the
      Corporation at all meetings of the shareholders of MID and to act on the
      Corporation's behalf at all such meetings, and he is hereby authorized to
      exercise on behalf of the Corporation all the powers it could exercise if
      it were an individual holder of shares in the capital stock of MID,
      including the right and power to exercise all voting rights attaching or
      applicable to any shares in the capital stock of MID owned directly by the
      Corporation from time to time and to exercise those rights and powers by,
      without limitation, executing and delivering on behalf of the Corporation
      all necessary or desirable documents or instruments in writing, including
      all proxies, ballots and resolutions in writing in lieu of an actual
      meeting of the shareholders subject always to the requirement that those
      rights and powers shall only be exercised by him in the manner directed by
      Stronach Trust.

3.    Frank Stronach is hereby appointed as the Corporation's authorized
      representative to exclusively represent the Corporation at all meetings of
      the shareholders of any of the other Magna Entities (if, as and when any
      shares in the capital stock of any Magna Entity are acquired directly by
      the Corporation) and to act on the Corporation's behalf at all such
      meetings, and he is hereby authorized to exercise on behalf of the
      Corporation all the powers it could exercise if it were an individual
      holder of shares in the capital stock of any Magna Entity, including the
      right and power to exercise all voting rights attaching or applicable to
      any shares in the capital stock of any Magna Entity owned directly by the
      Corporation from time to time and to exercise those rights and powers by,
      without limitation, executing and delivering on behalf of the Corporation
      all necessary or desirable documents or instruments in writing, including
      all proxies, ballots and resolutions in writing in lieu of an actual
      meeting of shareholders subject always to the requirement that those
      rights and powers shall only be exercised by him in the manner directed by
      Stronach Trust.

4.    The appointments and authorizations under paragraphs 1, 2 and 3 of this
      resolution are made, as applicable depending on the governing corporate
      statute of the corporation or corporations whose shares are described in
      paragraphs 1, 2 and 3, pursuant to subsection 102(2) of the OBCA,
      subsection 140(2) of the Canada Business Corporations Act ("CBCA") and the
      provisions of any other applicable corporate statute that are
      substantially the same as subsection 102(2) of the OBCA and 140(2) of the
      CBCA, as the case may be ("collectively, the "Applicable Provisions"). The
      Corporation shall prepare or cause to be prepared all such other documents
      and instruments as are necessary from


                                     - 2 -
<PAGE>

      time to time to give effect to any appointments and authorizations made
      under paragraphs 1, 2 and 3 pursuant to the Applicable Provisions.

5.    The appointments and authorizations under paragraphs 1, 2 and 3 of this
      resolution shall automatically terminate and, subject to paragraph 6
      below, shall be of no force or effect immediately upon (i) the death of
      Frank Stronach; (ii) the mental incompetency of Frank Stronach; (iii) the
      voluntary resignation of Frank Stronach as the appointee hereunder; (iv)
      the voluntary resignation of Frank Stronach as Trustee of Stronach Trust;
      and (v) the failure or inability of Frank Stronach to exercise his powers
      as and when required under the appointments made herein, which failure or
      inability is not due to his death, mental incompetency or abstention. For
      the purposes of this resolution, Frank Stronach shall be deemed to be
      mentally incompetent upon the occurrence of any one or more of the
      following events (in each case referred to in this resolution as, a
      "Competency Decision"):

      (a)   a Court has found him to be incapable of managing property in a
            proceeding under the Substitute Decisions Act (S.O. 1992 as amended,
            superseded, substituted or replaced from time to time, hereinafter
            referred to as the "SDA");

      (b)   an assessor (as such term is defined by the Regulations to the SDA)
            has issued a certificate of incapacity certifying that he is
            incapable of managing property pursuant to the SDA;

      (c)   a certificate of incapacity has been issued under the Mental Health
            Act (R.S.O. 1990, as amended, superseded, substituted or replaced
            from time to time, hereinafter referred to as the "MHA") certifying
            that he is incapable of managing property; or

      (d)   a finding, certification, declaration, judgement or decision with
            regard to Frank Stronach's capacity to manage property has been
            made, on substantially the same basis as provided under the SDA or
            the MHA, pursuant to the applicable laws of any other jurisdiction
            that has proper jurisdiction over Frank Stronach's person or
            property.

6.    In the event that (i) the appointments made hereunder are terminated
      pursuant to section 5(v) and Frank Stronach's ability to exercise his
      powers as and when required under the appointments made herein are
      subsequently restored (where Frank Stronach had previously failed or been
      unable to exercise those powers other than by reason of death, mental
      incompetency or abstention); or (ii) a Competency Decision is reversed,
      rescinded, terminated or otherwise ceases to be of force and effect by way
      of Court order or by way of any other procedure under the applicable laws
      pursuant to which the Competency Decision was issued, (in the case of (i)
      and (ii), each a "Reversal Event") the appointments and authorizations
      under paragraphs 1, 2 and 3 of this resolution shall again become
      enforceable and effective as of the date on which the Reversal Event
      occurs without prejudice to any actions taken by or on behalf of the
      Corporation in the period in which the appointments and authorizations
      hereunder were terminated.


                                     - 3 -
<PAGE>

7.    The exercise by Frank Stronach on behalf of the Corporation of all of the
      power it could exercise if it were an individual holder of shares in the
      capital stock of Magna, MID or any other Magna Entity, including the right
      and power to exercise all voting rights attaching or applicable to any
      shares in the capital stock of Magna, MID and any other Magna Entities, as
      applicable, and the exercise by Frank Stronach of the voting rights
      attaching to the Magna, MID or any other Magna Entity shares shall be
      conclusive evidence that the exercise of such rights and powers and the
      voting of such shares were carried out by him in the manner directed by
      the Trustees of Stronach Trust and in accordance with the relevant
      provisions of the Trust Indenture.

8.    This resolution may be executed by the parties in several counterparts
      each of which when so executed and delivered shall be deemed to be an
      original, and all such counterparts shall together constitute one and the
      same instrument. This resolution may be delivered by fax or other form of
      electronic means of recorded communication.

                  (Signatures continued on the following page.)


                                     - 4 -
<PAGE>

THE UNDERSIGNED, being the shareholders of the Corporation exercising the powers
of the board of directors of the Corporation by virtue of the USA, hereby pass
the foregoing resolutions pursuant to the provisions of the OBCA.

DATED the 15th day of September, 2005.

                                             TRUSTEES OF THE STRONACH TRUST


                                             Per:   /s/ FRANK STRONACH
                                                    ----------------------------
                                                    Frank Stronach, Trustee


                                             Per:   /s/ ELFRIEDE STRONACH
                                                    ----------------------------
                                                    Elfriede Stronach, Trustee


                                             Per:   /s/ ANDY STRONACH
                                                    ----------------------------
/s/ BELINDA STRONACH                                Andrew Stronach, Trustee
--------------------------
Belinda Stronach


                                     - 5 -
<PAGE>

                                                                       Exhibit B

                         UNANIMOUS SHAREHOLDER AGREEMENT

      THIS AGREEMENT made the 15th day of September, 2005,

B E T W E E N:

            445327 ONTARIO LIMITED, a corporation incorporated under the laws of
            Ontario,

            (the "Corporation")

            - and -

            TRUSTEES OF THE STRONACH TRUST,

            (the "Trust")

            - and -

            BELINDA STRONACH, of the Town of Aurora in the Province of Ontario,

            ("Belinda")

WHEREAS:

A. The Corporation is a corporation incorporated under and governed by the
Business Corporations Act (Ontario) ("OBCA");

B. The authorized capital of the Corporation consists of an unlimited number of
shares of one class designated as Class A special shares, an unlimited number of
shares of one class designated as Class B special shares and an unlimited number
of shares of one class designated as common shares;

C. As of the date of this Agreement the issued and outstanding shares of the
Corporation are owned beneficially and of record as follows:

<PAGE>
                                     - 2 -


      Shareholder         Class of Shares          Number of Shares
      -----------         ---------------          ----------------

      Trust               Common                   1,918,306

                          Class B special          5,408,950

      Belinda             Class A special          100

      (The Class A special shares owned by Belinda, including any acquired in
      addition to those noted above, shall hereinafter be referred to as the
      "Class A Special Shares");

D. The parties are entering into this Agreement to provide for the governance of
the Corporation and to state their obligations with respect to the Corporation
and to each other in relation to their respective shareholding in the
Corporation;

NOW THEREFORE IN CONSIDERATION of the mutual covenants herein contained the
parties agree as follows:

1.    Definitions

In this Agreement, (in addition to those other words and phrases also defined
and set out in bold, including in the recitals to this Agreement), unless the
context expressly or by necessary implication requires otherwise, the following
words and phrases shall have the meanings indicated and grammatical variations
shall have the corresponding meanings:

      "Directors" means the directors of the Corporation;

      "Magna" means Magna International Inc., and its successors by merger or
      amalgamation;

      "Magna Entities" means other bodies corporate which are, or in the future
      become, successors to all or part of the business or undertaking of Magna
      or MID from time to time, any shares in the capital stock of which have
      been previously owned directly or indirectly by Magna or MID, including
      any shares held directly or indirectly by any affiliate or subsidiary (as
      such terms are defined in the OBCA) of Magna or MID and also means any
      body corporate any of the shares of which are, or have been previously,
      owned directly or indirectly by Magna or MID and which shares have been,
      or in the future are, distributed or otherwise transferred to any of the
      shareholders of Magna or MID;

      "MID" means MI Developments Inc., and its successors by merger or
      amalgamation;

      "Ordinary Resolution" means (i) a resolution passed by Shareholders
      holding shares representing not less than 51% of the votes attached to all
      of the Voting Shares at a duly convened meeting of the Shareholders; or
      (ii) an instrument or counterpart instruments executed in writing by
      Shareholders holding shares representing not less than 51% of the votes
      attached to all of the Voting Shares;

      "Shareholders" means the Trust and Belinda and any other person who
      purchases or otherwise acquires any share or shares in the capital stock
      of the Corporation by any

<PAGE>
                                     - 3 -


      means permitted under the terms and conditions of this Agreement, and
      "Shareholder" means any one of them; and

      "Voting Shares" means the common shares in the capital stock of the
      Corporation and any other shares in the capital stock of the Corporation
      that entitle the holder thereof to vote at all meetings of Shareholders.

2.    Restriction on Powers

The powers of the Directors and all other persons who become Directors to manage
or supervise the management of the business and affairs of the Corporation
whether such powers arise from the OBCA, the articles or by-laws of the
Corporation or otherwise are restricted to the fullest extent permitted by law.
Except as provided in section 5 of this Agreement, the Shareholders assume all
rights, powers, duties and liabilities of the Directors and of all other persons
who become Directors, to manage or supervise, subject to the terms and
conditions of this Agreement, the management of the business and affairs of the
Corporation whether arising under the OBCA or otherwise. In exercising the
rights, powers and duties granted and transferred hereby, and subject to the
terms and conditions hereof, the Shareholders shall be subject to the same
duties and liabilities to which the Directors would have been subject in the
exercise of such rights and powers had this Agreement not been made.

3.    Duties and Liabilities

The Directors and all other persons who become Directors are wholly relieved of
all duties and liabilities imposed upon them as Directors.

4.    Authorized Representative

The appointment of Frank Stronach as the authorized representative of the
Corporation by resolution dated September 15, 2005 authorized under subsection
102(2) of the OBCA is hereby ratified, adopted, confirmed and approved in all
respects.

5.    Specific Management Matters

The provisions of this section 5 shall apply with respect to all considerations,
decisions, determinations and actions by or on behalf of the Corporation with
respect to all aspects of the management of the Corporation's assets (referred
to herein as, an "Asset Management Decision") which Asset Management Decisions
shall include, without limitation, all considerations, decisions, determinations
and actions by or on behalf of the Corporation with respect to (i) the exercise
of any authority or discretion to vote or cause to be voted any share of Magna,
MID or any other Magna Entity held by the Corporation (except to the extent that
such authority or discretion has been delegated pursuant to subsection 102(2) of
the OBCA or other similar statutory provision); (ii) the sale, lease, exchange,
transfer, loan, assignment or other disposition of any shares of Magna, MID or
any other Magna Entity held by the Corporation; or (iii) the pledge by the
Corporation of, or the granting by the Corporation of any charge, lien,
encumbrance or other security interest over or with respect to, any shares of
Magna, MID or any other Magna Entity held by the Corporation (any of the actions
referred to in subsections 5(ii) and (iii) being referred to in this Agreement
as, a "Disposition"). Without limiting the generality of the foregoing, the
provisions of this section 5 shall apply, during the relevant time

<PAGE>
                                     - 4 -


periods, to all considerations, decisions, determinations and actions by the
Corporation with respect to all possible, proposed and actual Dispositions,
including the Corporation's decision whether to accept any third party offer to
acquire, or to enter into any agreement to sell or to grant any right or option
to any person to acquire, any shares of Magna, MID or any other Magna Entity
held by the Corporation. The Shareholders and the Corporation agree to the
following provisions which shall govern all Asset Management Decisions,
including with respect to all Dispositions:

      (a)   The Shareholders who hold Voting Shares from time to time are hereby
            vested with the exclusive corporate power and authority to legally
            bind or obligate the Corporation with respect to all aspects of all
            Asset Management Decisions. The power and authority granted under
            this subsection 5(a) shall be exercised by the holders of Voting
            Shares by Ordinary Resolution or by such greater threshold of
            approval as may be required pursuant to applicable laws, including
            the OBCA, and, upon passage, each such Ordinary Resolution or other
            approval, as the case may be, shall be legally binding upon the
            Corporation and upon all Shareholders in accordance with its terms,
            whether or not those Shareholders were entitled to vote with respect
            to, or voted in favour of, the proposed Ordinary Resolution or other
            approval; and

      (b)   If and to the extent that at any time any Shareholder who holds
            Class A Special Shares has any rights or powers that he or she
            wishes to exercise pursuant to applicable laws, including subsection
            184(6) of the OBCA, to vote his or her Class A Special Shares with
            regard to any aspect of any Disposition, each holder of Class A
            Special Shares hereby covenants and agrees that he or she shall, in
            all circumstances, vote or cause to be voted (or withhold from
            voting) his or her Class A Special Shares in the manner that he or
            she shall be directed, either specifically or generally, by
            instrument in writing signed by the holders of a majority of the
            then issued and outstanding Voting Shares; and

      (c)   The provisions of this section 5 are not intended to restrict in any
            respect the exercise by a holder of Class A Special Shares of any
            applicable dissent rights under the OBCA.

6.    Indemnity

In consideration hereof, the Trust hereby indemnifies and saves harmless and
agrees to defend at the Trust's expense the Directors and their respective
heirs, executors, administrators and other legal representatives (collectively,
the "Indemnitees") from and against all losses, damages, costs, charges and
expenses suffered or incurred by any Director by reason of his or her having
acted as a Director, including, without limitation, all amounts paid to settle
any action or satisfy any judgment reasonably incurred by or on behalf of any
Director in respect of any civil, criminal or administrative action or
proceeding to which such Director is a party (or any such proceeding which might
be threatened and in respect of which such Director is threatened to be made a
party) by reason of such Director being or having been a Director of the
Corporation or by reason of any default in the performance of or breach by the
Shareholders of the rights, powers, duties and liabilities expressed herein to
be assumed by the Shareholders provided that the Director has acted honestly and
in good faith and in the best interests of the Corporation.

<PAGE>
                                     - 5 -


Notwithstanding the foregoing, the recourse of any Indemnitee under this
Agreement (including the indemnification provisions hereunder), and the
liability of each of the Trustees of the Trust to the Indemnitee under this
Agreement, shall, despite the legal nature of any action, suit, right, claim,
relief or remedy brought or asserted by any Indemnitee against any Trustee of
the Trust, be limited to the enforcement and realization by the Indemnitee of
his or her legal and equitable rights and remedies against the property and
assets, from time to time, of the Trust. No Indemnitee shall have any recourse
against any of the personal assets, property or rights of any of the Trustees of
the Trust.

7.    Termination

Subject to the terms hereof, the Agreement shall be terminated and of shall be
no force and effect upon the earlier of:

      (a)   the date upon which the Trust becomes the sole shareholder of the
            Corporation; or

      (b)   such date upon which all of the Shareholders shall agree to
            terminate this Agreement,

provided that such termination shall not affect any obligation of any party
hereto that is, by its terms, intended to survive termination, or that arose
prior to the date of such termination, including, without limitation, any
obligation to indemnify by reason of any matter which has arisen or any
circumstances which have occurred prior to the termination.

8.    Further Assurances

The parties shall sign such documents, cause such meetings to be held, votes
cast, resolutions passed, by-laws enacted and documents executed, and shall
take, or cause to be taken, such action as may be necessary or desirable to give
effect to this Agreement.

9.    Applicable Law

This Agreement shall be construed and enforced in accordance with the laws of
the Province of Ontario and the laws of Canada applicable therein.

10.   Assignment

This Agreement and the rights and obligations of the parties hereunder may not
be assigned.

11.   Binding Effect

This Agreement shall enure to the benefit of and be binding upon the parties,
all future shareholders of the Corporation and all persons who become Directors
and their respective heirs, executors, administrators, other personal
representatives, successors and assigns.

12.   Amendment in Writing

This Agreement may not be amended except by instrument in writing executed by
all of the parties hereto.

<PAGE>
                                     - 6 -


13.   Amalgamation

This Agreement shall survive all future amalgamations in which the Corporation
is an amalgamating holding body corporate.

14.   Effective Date

This Agreement shall be effective as of and from the date hereof.

15.   Counterparts

This Agreement may be executed in several counterparts, each of which when so
executed, shall be deemed to be an original and such counterparts together shall
constitute one and the same instrument which shall be sufficiently evidenced by
any such original counterpart. Execution and delivery of this Agreement by
telefacsimile transmission or other electronic means shall be accepted and
treated as an original for all purposes.

                  (Signatures continued on the following page.)

<PAGE>
                                     - 7 -


IN WITNESS WHEREOF the parties hereto have executed this Agreement as of the day
first written above.

                                             TRUSTEES OF STRONACH TRUST


                                             /s/ FRANK STRONACH
                                             -----------------------------------
                                             Frank Stronach - Trustee


                                             /s/ ELFRIEDE STRONACH
                                             -----------------------------------
                                             Elfriede Stronach - Trustee


                                             /s/ ANDY STRONACH
                                             -----------------------------------
                                             Andrew Stronach - Trustee


                                             445327 ONTARIO LIMITED


                                             By: /s/ BELINDA STRONACH
                                                 -------------------------------
                                             Name:  Belinda Stronach
                                             Title:


                                             /s/ BELINDA STRONACH
                                             -----------------------------------
                                             Belinda Stronach

<PAGE>

                                                                       Exhibit C

                         RESOLUTION OF THE SHAREHOLDERS

                                       OF

                             445327 ONTARIO LIMITED
                               (the "Corporation")

      WHEREAS the Honourable Belinda Stronach has been appointed as a federal
Cabinet Minister and she must therefore be in compliance with the terms of the
Conflict of Interest and Post-Employment Code for Public Office Holders (2004)
of the Government of Canada (the "Code");

      AND WHEREAS the steps to be taken by Belinda Stronach to comply with the
Code will result in certain changes to the corporate governance structure of the
Corporation including with respect to the unanimous shareholder agreement
between the shareholders of the Corporation made the 4th day of March, 2005 (as
amended, restated, superseded, replaced or otherwise modified, the "Unanimous
Shareholder Agreement") and with respect to the appointments dated the 4th day
of March, 2005 made pursuant to subsection 102(2) of the Business Corporations
Act (Ontario) ("OBCA"), and the Corporation will be required to execute and
deliver certain agreements and other documents in connection therewith;

NOW THEREFORE BE IT RESOLVED THAT:

1.    The Corporation be and it is hereby authorized to enter into and to
      perform its obligations under the following documents (each to be in form
      and substance satisfactory to the director, officer or authorized signing
      officer of the Corporation who signs the document): (1) the agreement
      terminating the unanimous shareholder agreement made the 4th day of March,
      2005 to be dated on or about September 15, 2005; (2) the unanimous
      shareholder agreement to be dated on or about September 15, 2005; (3) the
      amended and restated unanimous shareholder agreement to be dated on or
      about September 16, 2005; (4) the escrow agreement to be dated on or about
      September 16, 2005; and (5) such further and other agreements and
      documents as may be necessary or desirable in connection with the above
      matters including, without limitation any regulatory filings required in
      connection therewith (collectively, the "Documents").

2.    Any officer or director of the Corporation, or any of Frank Stronach,
      Elfriede Stronach or Belinda Stronach, as authorized signing officers,
      signing alone, be and each of them is hereby authorized and directed to
      execute the Documents on behalf of the Corporation, subject to any
      amendment approved by the signing director or officer, and to apply
      thereto the corporate seal of the Corporation and to all such other acts
      and things as may be necessary or desirable in connection with the above
      matter.

3.    The resolution appointing Frank Stronach as authorized representative of
      the Corporation under subsection 102(2) of the OBCA and the resolution
      appointing Belinda Stronach as authorized representative of the
      Corporation under subsection 102(2) of the OBCA, each dated the 4th day of
      March, 2005, be and same are each hereby revoked effective on the date of
      the date of these resolutions.

                   (Signatures appear on the following page.)

<PAGE>
                                     - 2 -


THE UNDERSIGNED, being the shareholders of the Corporation, exercising the
powers of the board of directors of the Corporation by virtue of the Unanimous
Shareholder Agreement, hereby pass the foregoing resolutions pursuant to the
provisions of the Business Corporations Act (Ontario). These resolutions may be
executed in separate counterparts, each of which shall be deemed to be an
original, and signatures delivered by telefacsimile transmission or other
electronic means shall be received and treated as originals for all purposes..

DATED the 15th day of September, 2005.

                                           TRUSTEES OF STRONACH TRUST


                                           Per:  /s/ FRANK STRONACH
                                                 -------------------------------
                                                 Frank Stronach, Trustee


/s/ BELINDA STRONACH                       Per:  /s/ ELFRIEDE STRONACH
----------------------------                     -------------------------------
Belinda Stronach                                 Elfriede Stronach, Trustee


                                           Per:  /s/ BELINDA STRONACH
                                                 -------------------------------
                                                 Belinda Stronach, Trustee


                                           Per:  /s/ ANDY STRONACH
                                                 -------------------------------
                                                 Andrew Stronach, Trustee
</TEXT>
</DOCUMENT>
