Estate of Paul E. Brown, Deceased, Peter D. Brown and Michael Brown, Co-Executors - Page 3

                                          3                                           
                                  TABLE OF CONTENTS                                   
          Findings of Fact                                             Page           
          A. Paul Brown ........................ 3                                    
          B. Origins of the National Football League ......... 4                      
          C. Cincinnati Professional Football Franchise ........ 6                    
          D.   Developments Affecting the NFL and the Bengals in 1982 . 14            
          E. 1983 Agreements Between Paul Brown and Sawyer ..... 19                   
          F.   NFL Constitution and Bylaws Relating to a Sale of an                   
               Interest in an NFL Team ................ 26                            
          G.   Brown Family Limited Partnership.............. 27                         
          H. Paul Brown's Will ................... 32                                 
          I.   NFL Approval of the Transfer of Bengals Stock From                     
               Sawyer to Brown Family Members ............. 32                        
          J. 1993 Escrow Agreement ................. 33                               
          K. Valuation Issues .................... 33                                 
          Opinion                                                                     
          A. The Positions of The Parties .............. 34                           
          B. Section 2036 -- Background ............... 35                            
          C.   Whether Paul Brown Received Adequate and Full                          
               Consideration for the Shares of Bengals Stock ..... 37                 
          D.   Whether Decedent Made an Inter Vivos Transfer of                       
               Sawyer's 212 Shares of Bengals Stock ......... 38                      
          E.   Whether Paul Brown Retained an Interest in the 329                     
               Shares of Bengals Stock Which Were Subject to the                      
               1983 Agreement ..................... 40                                
          F. Respondent's Substance Over Form Theory ........ 40                      
          G. Conclusion ...................... 48                                     
                                  FINDINGS OF FACT                                    
          A.   Paul Brown                                                             
               Paul Brown was born on September 7, 1908, and died on August           
          5, 1991.  He lived in Ohio when he died.  His sons Peter and Mike           
          Brown are the coexecutors of his estate and lived in Ohio when              
          the petition in this case was filed.                                        
               Paul Brown was a native of Massillon, Ohio.  He played high            
          school football there and at Miami University of Ohio.  Brown               
          coached football at Massillon High School from 1932 to 1941.  The           




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