Estate of Paul E. Brown, Deceased, Peter D. Brown and Michael Brown, Co-Executors - Page 9

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          for or against any resolution or proposed action which required             
          shareholders' consent.  The voting trustee had the right to amend           
          the certificate of incorporation and to mortgage or pledge all or           
          part of the property of OVS.  The voting trustee had no authority           
          to change the terms of his employment contract, to sell, pledge,            
          hypothecate, mortgage or place a lien or charge on the stock, to            
          sell all or substantially all the assets of OVS, or take any                
          action to dissolve, consolidate, merge, reorganize or                       
          recapitalize OVS.                                                           
               4.   Riverfront Stadium                                                
               Cincinnati was required to build a new stadium before the              
          NFL would award a franchise to that city.  This new stadium,                
          Riverfront Stadium, opened for the 1970 season and has served as            
          the stadium for the Bengals and the Cincinnati Reds baseball team           
          until the time of trial.  Riverfront Stadium is one of the                  
          smallest stadia in the NFL.  During the overlap of the baseball             
          and football seasons, it seats about 55,000.  After the baseball            
          season, it seats about 60,000.  Riverfront Stadium does not have            
          skyboxes or luxury boxes.                                                   
               5.   Formation of the Cincinnati Bengals, Inc.                         
               On December 14, 1967, OVS changed its name to the Cincinnati           
          Bengals, Inc.  Sawyer was president of the Bengals from 1967 to             
          1994.  Paul Brown was vice president, general manager, and chief            
          operating officer of the Bengals from 1967 until he died in 1991.           






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