Speculation has only intensified in the two weeks since William Agee failed to quiet gossip to publicly disavowing that romance played a part in the meteroic rise of Mary Cunningham at Bendix Corp. Yesterday, Washington Post readers learned of Mary's hazy memories as a 5-year-old. Correcting her memory about her brother, she has informed us the boy died of meningitis following an automobile accident. Mary's mother and father had been introduced by William Nolan, who, upon assuming they were in love, had entered the seminary. Eighteen years later, after the brother's tragic death, Monisgnor Nolan tried to ease Mrs. Cunningham's agony over her decision to leave Mary's father, a drinking man. Monsignor Nolan became Mary's guardian, and she grew up with the model of a platonic relationship.

In this, the second part of the series, author Gail Sheehy shows how over the last 15 months Mary Cunningham swept past everyone else in the executive suite at Bendix to become Bill Agee's closest adviser and alter ego.

The company recruiter sent Mary Cunningham out to Southfield, Mich., to meet people at Bendix headquarters though she said, "I can't tell you yet what this is about." Then after Mary had impressed the folks in Southfield, she was told to go to a certain suite at the Waldorf Astoria on a Friday morning.

A relaxed, handsome man in shirtsleeves and no tie opened the door. His mouth broke out of the clefted brackets on either side and into an infectious grin.

"Are you Mary Cunningham?"


"I'm Bill Agee, chairman of Bendix Corp. How would you like to be my executive assistant?"

Not bad for openers, Mary thought. But despite the fact that she was facing the youthful head of the 88th largest industrial company in America, she kept her cool. "Well, let's see how we get along."

The scheduled hour interview stretched into four hours of intense discussion during which each tried to take the measure of the other's mind. He asked what she was all about.

She explained how she wanted to go out into the murkiest part of human nature and force herself to deal with it.

"I want to observe and learn everything I can, and the business world is the best place for me to do it." She let Bill Agee know she understood that the first commandment in business was to "enhance shareholder value," but since there was no moral value attached to that, there was nothing to prevent doing good in a broader sense at the same time.

Having shown him her idealistic side, she now unsheathed her sharply ambitious side. "I have to admit that what also excites me is competing and making acquisitions and seeing my team win." Mary Cunningham hadn't attracted five offers to start at close to $50,000 in investment banking or consulting upon graduation from Harvard Business School at 27 because she was just another pretty face.

She challenged Agee. "There's nothing wrong with being chairman, but have you thought about what you're going to do for the next 10 years?"

"You're right," he said. "The next thing to do is find another realm." Captain and Crusader

The young king of Bendix delighted in her solemnity. He was particularly impressed with her financial skills, her drive and her values. The moral crusader Mary saw him as potentially unique among captains of industry: He, too, seemed to care about more than money and titles. Only 31 when he was elevated to financial vice president of Boise Cascade, he was heralded as a genius. He had continued his Wunderkind tempo at Bendix. When Mike Blumenthal left as chairman to take a cabinet post as secretary of Treasury, Blumenthal tapped Agee, then 38, to take his place. Now at the pinnacle of success, Agee could afford to ask, "What is my moral responsibility to speak out on the issues?"

Mary threw at him every obstacle she could imagine. "If I left after a year, would you consider the experience a failure?"

"Absolutely not," Agee said. "My fist responsibility is to be your mentor. I think that's an offer you won't be able to refuse after a year."

Something moved in her. They were both energetic, aggressive, driven individuals with animated minds that leapt easily from the specific to the conceptual. She could do astonishing things with this man.

"Would you like to meet my wife? She's in the other room." And with that Diane Agee stepped through the door as if she had been listening to everything Bill and Mary had said to each other. She shook Mary's hand. Almost a different species from the creature her husband had just chosen for his executive assistant, Mrs. Agee appeared to Mary perceptive but shy, a woman whose life was being a mother of three. She did not seem threatened by Mary, as Mary later said, "as she had no reason to be." Mary told Agee she wanted time to think over his offer.

Coming out of his suite soaring, she ran suddenly into a bad omen. She has a vexing memory of another senior officer of Bendix -- was it at the Waldorf or in Southfield? -- in any case, Jerome Jacobson, executive vice president for mergers and acquisitions, took her aside to give her some friendly advice "for her own good." He told her about several other "fiesty" women who had been broken and put away in back corridors of the company. And since she couldn't possibly know the meaning of confidentiality at her age, he added, he couldn't share information with her on any acquisitions he was doing.

To a replay of these remarks Jacobson reacted last week by saying he was "stunned," calling it "blatant falsehood." He had just resigned at 58 when it became apparent that Mary Cunningham had far surpassed him in influence with Agee. Career Choice

Over spring vacation Mary sat for three days trying to coax her husband into commenting on the Bendix offer. Howard "Bo" Gray had come far in business for a black man of 39, but he had never seen anything like the rush being given by Mary. He refused to comment.

"But you're part of the decision," Mary pleaded. Already they had been separated for two of their three years of marriage while she went through Harvard Business School. Joining Bendix in Michigan would mean leaving him in New York.

"This is your career," Bo said. "I want you to choose."

On the third day Mary said she had made her decision. She went into the bedroom and closed the door and called Bill Agee. When she came out Bo said, "You look really peaceful. You chose Bendix, didn't you?"

"No, I just turned Bill Agee down."

Bo rolled that surprise around in his mind for 10 minutes. Mary had given him a signal that he was very important in her life. "Acting that out isn't going to tell me anything more than you've just told me," he said. "Call Agee back and take it."

But she waited for a few weeks. She felt secure. Agee had told her over the phone that he was prepared to extend the offer for a year. He didn't want just any executive assistant, he said. He wanted Mary.

When finally she phoned him in Southfield to say yes, it felt like she had come up from holding her breath under water for years, an acceleration, a thrust into starriest outer space . . . yes! She had an image of herself writing the sequel to Reinhold Niebuhr's philosophical classic, "Moral Man and Immoral Society," only her book would be Moral Man and Moral Society . . .

Bill agee broke into her thoughts: He was saying he wanted her to come out to Bendix right away to sit at his shoulder the next day while he decided about an acquisition. But she had no background on the company, what could she possible offer? "I want your gut reaction," he insisted. "I'll send the corporate jet to pick you up."

. . . she could amost fly.

On the plane she had a drink. But even relaxing slightly and leaning back into luxury allowed an unsavory possibility to surface in her mind. Suppose her new boss showed romantic inclinations toward her? "Bill Agee could crush part of my spirit," she thought. "He could make me feel that good things can't be done in business." That was the one thing in life that she feared -- disillusionment. She had another drink and signed a contract in her own mind to be his spiritual adviser. But she also told herself, "I'm afraid I'll be a winner, and he could be a loser. And the agony is, I can't give him what I have -- what the theologians call 'grace.'" 'Mr. Nice Guy From Idaho'

For the first three months at Bendix, Mary studied her boss' management style. From her arrival at the office every morning at 6, until she left at 8, or 9, or 10 in the evening, she observed his moves microscopically.

Participatory democracy came most naturally to him. Being from the West his image of himself was anything but reserved, formal, preppie. Which was fine, Mary said, but at some point he had to shut off discussion and stop being Mr. Aw Shucks Just a Nice Guy from Idaho. Essentially, she tried to get him to be more "leader-like."

At night she would take home the homely company briefcase, big as an overnight bag, and crawl into bed to make notes toward a book on management styles. She also wrote out her life plan.

Her 20s would be for finding her weaknesses and developing her "instrument."

Thirties would be for developing credentials and maximizing her financial independence.

Forties would be the time to start jockeying for real power.

There was no room in this plan for love, she realized.

I could not love thee Dear so much,

Lov'd I not power more.

She wrote out 200 pages of career planning with four potential avenues she could follow. All led to public service. Not surprising. Her childhood models had been moral crusaders: Dag Hammarskjold, Gandhi. The disappointment of her adolescence was to discover she couldn't be a priest. Yet ever since she was young and walking the beach with Father Bill, the monsignor who was her substitute father, guardian and first mentor, Mary had the sense, "I'm in preparation; someday I'll be called upon to do something really significant in the world."

In the meantime she would perform whatever priestly missions she could in the crass world of commerce, sometimes in direct ways such as coaching young women executives on how to get ahead, sometimes in secret ways.

"The indirect ways are more powerful," she was finding. "I'm building the chairman's faith in me so I can sit at his shoulder and influence him for the good of society."

Bill Agee didn't know it, but he hadhired himself an angel. The Chairman's Confidante

She wrote all his speeches. She prepared testimony for him to give in Washington. She wrote a first-rate chairman's letter for the annual report. She became Bill Agee's alter ego in the outside world. At the same time, she refused to dress the masculine role. No pants or glasses or cutting off her long loose blond hair. No conformity for security for Mary Cunningham. She was cutting herself out to be a role model.

By last December she had moved into strategy at Bendix. Then into acquisitions. Agee and Cunningham agreed on the short-term financial orientation for Bendix as well as on a long-term push into high technology. Their minds were almost "frighteningly compatible." Agee began to unload some of the pet holdings of his predecessor and former sponsor, Mike Blumenthal.

The chairman found in Mary something few men have at the top. A friend. And a perceptive confidante. Most senior executives have no real friends at all, and if their wives function as confidantes it is not in a finely tuned way. Agee and Cunningham played adversaries. Sick of sycophants, Agee found bracing her almost ruthless capacity to disagree with him.

By January, Mary had to face the reality that her marriage was finished. Bo was standing on the sidelines of her career and cheerleading. She wanted to look up to a man who was achieving even more than she -- only then could there be mystery. There was no transition from Bo Gray as "husband" to Bo as "friend" which, Mary realized, said it all. That's why three out of the five years of their marriage they had not truly missed each other living apart.

Her one worry was: Should she let it be known she had taken back her maiden name? Might that call attention within the corporate family to the fact of an attractive, young -- and now single -- woman sitting at the right shoulder of the chairman? She decided not to be intimidated.

The fact was she had no personal life, none at all. Her existence was demarcated by two turnoffs from a six-lane highway south of Detroit which divvies up the old pastoral orchards into industrial parks. At one turnoff was the brick and mortar pillbox of Bendix headquarters and at the other was a two-story brick apartment cluster that looked like a motel. "Strict privacy" was its only featured attraction. Here, among tenants 85 percent retired, she would crawl into bed after leaving the office very late and fill up pads with notes toward a book on power and change in corporate life. A single philodendron plant climbed above her upright piano. A songbook was usually open to "The Look of Love." A Series of Taboos

There was nothing very peculiar about the way Mary Cunningham conducted her life -- unless you have never known the lengths to which a good Catholic girl often will go to deflect her forbidden desires into morally unimpeachable channels. Mary's religion remains the most important thing in her life. Bill Agee was the third in a series of taboo men whom she could care for only with the celibate perfection of one chosen for higher purpose. The first was the priest who had helped raise her; the second was her black husband. Mary was not unaware by now of the defense her unconscious mind had favored. It is called sublimation.

Everyone needs defenses, and sublimation is much healthier than most. It is a form of desecualization. The person's unallowable instincts are channeled into work or altruistic acts, or sexual abstinence itself, thereby relieving reproach from one's conscience. Mary Cunningham was delighted to find that Bill Agee was a world-class sublimator himself.

Last June, after a year at Bendix, Mary tried to describe her boss and why she had decided to stay. For the first time in her life she couldn't put her words together. He had exceeded her wildest expectations. "He is intellectually honest, he has courage and takes risks and has a flawless value system . . ." Then Mary simply let rip with a truth she held to be self-evident: "He is the finest human being I've ever met."

That same June the chairman wanted to promote Mary Cunningham to vice president for corporate and public affairs. That would make her the most senior female executive in the whole company -- at 28.

"I'll be a target on your back," she warned him.

He insisted. Bill Agee wanted to be a trailblazer in bringing bright women into senior management and promoting for merit along the fast track. After all, he is a Wunderkind who himself holds a record as the youngest chairman of any multi-billion-dollar company in the country.

"How clear is your reputation?" Mary asked him again, just as she had during their first interview.

"Mine's flawless," he said.

"Mine's flawless, too," she said.

She took the promotion. Fears and Warnings

Warnings about appearances began to reach Mary last summer. The most vocal was Nancy Reynolds, an older woman who had lost her singular status as the top female executive when Cunningham was put in over her as vice president in charge of the national affairs department Mrs. Reynolds had headed. Don't be seen in public with Bill Agee she said, don't go to conventions or social-business dinners with him. Or you'll be sorry.

Mary thanked Nancy Reynolds for her advice. She continued to accompany her chairman wherever he wished. How else, she said, could she properly advise him?

Yet beneath the rational front there shuddered in Mary some aboriginal fear. She confessed it to Agee.

"I have the sense I'm approaching a cliff . . . there's some magnetism drawing me toward a dead end . . . forces that have been at work throughout history cannot handle women in upper middle management. Let alone being the closest confidante of the chairman."

Bill Agee said there was nothing to worry about.