Estate of Paul E. Brown, Deceased, Peter D. Brown and Michael Brown, Co-Executors - Page 10

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          He was head coach from 1968 to 1975.  In 1967, Mike Brown became            
          secretary and James R. Williams became treasurer.                           
               On April 28, 1970, the Bengals' shareholders extended the              
          1967 voting trust to April 27, 1980.  In 1973, each Bengals                 
          shareholder exchanged his stock for stock in OVS-Del., a Delaware           
          corporation, and extended the 1967 voting trust agreement without           
          change, except that Mike Brown was named successor voting                   
          trustee.                                                                    
               The Bengals began to play in the AFL in 1968.  When the NFL            
          and AFL merged for the 1970 season, Cincinnati, Pittsburgh,                 
          Cleveland, and Houston became members of the Central Division of            
          the American Football Conference (AFC) of the NFL.                          
               The Bengals lost money in 1968 and 1969.  They did not                 
          receive any national TV contract money during these seasons.                
          They played at Nippert Stadium in Cincinnati, which had a                   
          capacity of only about 30,000.                                              
               The Bengals won their AFC division in 1970.  From 1968 to              
          1990, the Bengals had 171 wins, 168 losses, and one tie.                    
               6.   Sales, Redemptions, and Transfers of Bengals Stock from           
                    1977 to 1980                                                      
               Several shares of OVS-Del. stock were redeemed or sold in              
          arm's-length transactions from 1977 to 1979.  The price per share           
          increased gradually from $14,828.13 (in 1977) to $24,000 (in                
          1979) in these transactions.  On August 4, 1980, OVS-Del.                   
          redeemed 110 shares of its stock owned by Sawyer for all of the             





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