Estate of Paul E. Brown, Deceased, Peter D. Brown and Michael Brown, Co-Executors - Page 22

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          329 shares, the balance of the shares were released from the                
          option; (d) upon the exercise of the option, Mike and Peter Brown           
          were required to either deliver up to $3 million in cash to an              
          escrow agent plus a promissory note for the balance of any amount           
          due, with interest at 9 percent, or to offset any cash payments             
          with any other amounts which Sawyer may then owe Mike and Peter             
          Brown; (e) the 329 shares (represented by voting trust                      
          certificates) were to be deposited with an escrow agent; and (f)            
          Mike and Peter Brown could transfer and assign the option,                  
          whether by sale, gift or devise.                                            
               Unlike the 1980 option, the 1983 option did not provide for            
          revaluing the stock.  Mike and Peter Brown paid Sawyer $1.00 for            
          the option.                                                                 
               The total amount due from March 1, 1993, to February 28,               
          1996, from Mike and Peter Brown upon the exercise of the option             
          for 329 shares of Bengals stock would be $8,225,000 (329 shares x           
          $25,000 per share).  If the Browns exercised the option, Sawyer             
          would get $8,225,000 from the stock sale to the Browns and would            
          owe $6,669,000 on his note to Paul Brown ($3.51 million of                  
          principal and $3,159,000 in interest).  Thus, Sawyer would                  
          receive a net of $1,556,000.                                                
               Sawyer hoped that Mike and Peter Brown would not exercise              
          the option to buy the 329 shares.  Sawyer did not want to sell,             
          and did not offer to sell, his Bengals stock to Paul Brown.                 
          Sawyer wanted to continue to be the Bengals' president and                  




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