Estate of Paul E. Brown, Deceased, Peter D. Brown and Michael Brown, Co-Executors - Page 8

                                          8                                           
                         Name                               Shares                    
                    Paul Brown                                100                     
                    John Sawyer                               200                     
                    J. Barrett Buse                            45                     
                    Raymond L. Buse                            45                     
                    Enquirer Enterprises, Inc.                109                     
                    David G. Gamble                            33                     
                    William Hackett                            80                     
                    Austin Knowlton                           300                     
                    Louis Nippert                              10                     
                    James Williams                             33                     
                    William S. Williams                     45                        
                         Total                              1,000                     
               Sawyer was president of OVS.  Paul Brown was vice president,           
          general manager, and head coach.  Mike Brown was assistant                  
          general manager and in-house legal counsel.  Sawyer had four                
          children, but they were not involved in running the Bengals.                
               3.   1967 Voting Trust Agreement                                       
               OVS had no majority shareholder when it obtained the Bengals           
          franchise.  Because of the NFL's control person policy, the OVS             
          shareholders designated a shareholder to serve as the control               
          person.                                                                     
               On September 26, 1967, the OVS shareholders entered into a             
          voting trust agreement (1967 voting trust), which named Paul                
          Brown as the voting trustee and control person for a term not to            
          exceed 10 years, beginning October 16, 1967.  The voting trustee            
          had the right to exercise all shareholders' rights and powers,              
          including the right to vote the stock and to take part in or                
          consent to any corporate or shareholders' action.  The right to             
          vote included the right to vote to elect directors, and to vote             





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