Estate of Paul E. Brown, Deceased, Peter D. Brown and Michael Brown, Co-Executors - Page 26

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          Brown as the second successor voting trustee.  It also stated               
          that, if Peter Brown became the sole voting trustee, the                    
          remaining parties would continue to have the voting trust and               
          would deposit their Bengals shares with the second successor                
          voting trustee.4                                                            
          F.   NFL Constitution and Bylaws Relating to a Sale of an                   
               Interest in an NFL Team                                                
               The NFL's constitution and bylaws (as in effect in 1983)               
          required anyone wanting to sell an interest in an NFL team to               
          apply in writing to the NFL Commissioner, and required the                  
          Commissioner to submit the application to NFL members for                   
          approval.  Approval required a vote of three-quarters, or 20,               
          whichever is more, NFL members.  Approval was not required for              
          transfers to members of the immediate family of the owner of the            
          interest by gift or upon the death of the owner of the interest.            
               No written request was submitted to the NFL to approve the             
          1983 transfer of 117 shares of Bengals stock from Paul Brown to             
          Sawyer.  The Bengals informed the NFL sometime before September             
          1983 that Sawyer had bought Paul Brown's 117 shares.  The                   
          Commissioner did not ask the other NFL owners to approve the                



               4 On May 7, 1990, Paul, Mike, and Peter Brown, Sawyer,                 
          William J. Williams, Louis Nippert, Harriette Downey, Samuel L.             
          Barr, Jr., West Shell, Jr., and John Downey agreed to irrevocably           
          extend the 1980 voting trust for 10 years.  The agreement named             
          Paul Brown voting trustee, Mike Brown successor voting trustee,             
          and Peter Brown second successor voting trustee.                            




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