DHL Corporation and Subsidiaries - Page 92

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               On January 15, 1982, the DHL shareholders entered into an              
          agreement that provided that, in the event of the death of one or           
          more of them, the deceased’s “entire interest in the DHL                    
          business” would be transferred to the surviving DHL shareholders            
          with appropriate compensation to the deceased’s estate.  The DHL            
          shareholders apportioned the net proceeds from the sale of MNV              
          and DHLI stock in 1990 and 1992, the assets of DHLI and MNV                 
          excluded from the sale, and other assets the DHL shareholders               
          acquired with funds from DHLI or MNV as follows:  Hillblom                  
          55.4744 percent; Robinson 11.6788 percent; Allen 21.8694 percent;           
          and Po Chung 10.9774 percent.  The apportionment was not based on           
          their respective stock ownership and the relative values of MNV             
          and DHLI.  Instead, it reflected the DHL shareholders’ true                 
          economic arrangement.  The DHL shareholders’ negotiated                     
          apportionment of the proceeds was premised on the relative                  
          contribution each shareholder had made to the success of the DHL            
          worldwide operation, although Robinson had made a concession to             
          Allen to cause the deal to be consummated.  This plan for                   
          apportioning the proceeds was based upon a longstanding agreement           
          or understanding of the DHL shareholders.                                   
               According to the DHLI/MNV shareholders’ agreement, Donnici,            
          Lupo, and Schwartz were to receive $8,437,500, $8,437,500 and               
          $2,953,125, respectively, from the proceeds of the 1990 and 1992            
          transactions.  A portion of the DHL shareholders’ proceeds was              

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