EXHIBIT 4.2
- --------------------------------------------------------------------------------
6.125% SENIOR NOTES DUE 2034
SUPPLEMENTAL INDENTURE
between
CINCINNATI FINANCIAL CORPORATION
and
THE BANK OF NEW YORK TRUST COMPANY, N.A.
as Trustee
Dated as of November 1, 2004
- --------------------------------------------------------------------------------
TABLE OF CONTENTS
PAGE
----
ARTICLE 1
DEFINITIONS
Section 1.01. Definition of Terms........................................................ 2
ARTICLE 2
THE SECURITIES
Section 2.01. Designation................................................................ 4
Section 2.02. Principal Amount; Series Treatment for Additional Securities............... 5
Section 2.03. Form of Securities; Global Form............................................ 5
Section 2.04. Restrictive Legends........................................................ 6
Section 2.05. Transfer Restrictions...................................................... 9
Section 2.06. Additional Interest........................................................ 11
ARTICLE 3
REDEMPTION OF THE NOTES
Section 3.01. Optional Redemption by Company............................................. 12
Section 3.02. Selection of Notes to Be Redeemed.......................................... 12
Section 3.03. Redemption Notice.......................................................... 13
Section 3.04. Effect of Redemption Notice................................................ 13
Section 3.05. Deposit of Redemption Price................................................ 14
Section 3.06. Securities Redeemed in Part................................................ 14
ARTICLE 4
DEFEASANCE
Section 4.01. Defeasance By The Company.................................................. 14
ARTICLE 5
MISCELLANEOUS
Section 5.01. Rule 144A Information; No Resales By Affiliates............................ 14
Section 5.02. Ratification Of Indenture.................................................. 15
Section 5.03. Trustee Not Responsible For Recitals....................................... 15
Section 5.04. Governing Law.............................................................. 15
Section 5.05. Separability............................................................... 15
Section 5.06. Counterparts............................................................... 15
i
SUPPLEMENTAL INDENTURE dated as of November 1, 2004 (the "SUPPLEMENTAL
INDENTURE") between Cincinnati Financial Corporation, an Ohio corporation (the
"COMPANY"), and The Bank of New York Trust Company, N.A., a national banking
association, as trustee (the "TRUSTEE") under the Indenture dated as of November
1, 2004 (the "INDENTURE") between the Company and the Trustee.
WHEREAS, the Company executed and delivered the Indenture to the Trustee
to provide, among other things, for unsecured debentures, notes or other
evidences of indebtedness to be issued by the Company from time to time in one
or more series under the Indenture;
WHEREAS, Section 9.01(g) of the Indenture provides that the Company and
the Trustee may enter into an indenture supplemental to the Indenture to
establish the form or terms of Securities (as defined in the Indenture) of any
series as provided by Sections 2.01 and 2.02 of the Indenture;
WHEREAS, the Board of Directors of the Company has duly adopted
resolutions authorizing the Company to execute and deliver this Supplemental
Indenture;
WHEREAS, pursuant to the terms of the Indenture, the Company desires to
enter into this Supplemental Indenture to provide for the establishment of a new
series of its Securities to be known as its 6.125% Senior Notes due 2034 (the
"NOTES");
WHEREAS, the Company has requested that the Trustee execute and deliver
this Supplemental Indenture and all things necessary to make (i) this
Supplemental Indenture a valid instrument in accordance with its terms, and (ii)
the Notes, when executed by the Company and authenticated and delivered by the
Trustee, the valid obligations of the Company, have been done;
NOW THEREFORE, in consideration of the purchase and acceptance of the
Notes by the Holders thereof, and for the purpose of setting forth, as provided
in the Indenture, the form and terms of the Notes, the Company covenants and
agrees with the Trustee as follows:
ARTICLE 1
DEFINITIONS
Section 1.01. Definition of Terms.
Unless the context otherwise requires:
(a) a term defined in the Indenture has the same meaning when used in this
Supplemental Indenture unless the definition of such term is amended and
supplemented pursuant to this Supplemental Indenture;
(b) a term defined anywhere in this Supplemental Indenture has the same
meaning throughout;
(c) the singular includes the plural and vice versa;
(d) a reference to a Section or Article is to a Section or Article of this
Supplemental Indenture;
(e) headings are for convenience of reference only and do not affect
interpretation;
(f) the following terms have the meanings given to them in this Section
1.01(f):
"ADDITIONAL INTEREST" shall have the meaning set forth in the Registration
Rights Agreement.
"COMPARABLE TREASURY ISSUE" means the United States Treasury security or
securities selected by an Independent Investment Banker as having an actual or
interpolated maturity comparable to the remaining term of the Notes to be
redeemed that would be utilized, at the time of selection and in accordance with
customary financial practice, in pricing new issues of corporate debt securities
of comparable maturity to the remaining term of such Notes.
"COMPARABLE TREASURY PRICE" means, with respect to any Redemption Date for
the Notes, (a) the average of the Reference Treasury Dealer Quotations for such
Redemption Date, after excluding the highest and lowest of such Reference
Treasury Dealer Quotations, or (b) if the Trustee obtains fewer than four such
Reference Treasury Dealer Quotations, the average of all such quotations.
"EXCHANGE OFFER" means the exchange offer by the Company of Exchange Notes
for Initial Notes pursuant to the Registration Rights Agreement.
2
"EXCHANGE OFFER REGISTRATION STATEMENT" means a registration statement
relating to an Exchange Offer on an appropriate form and all amendments and
supplements to such registration statement, in each case including the
prospectus contained therein, all exhibits thereto and all material incorporated
by reference therein.
"EXCHANGE NOTES" means the debt securities of the Company to be offered to
Holders in exchange for the Initial Notes pursuant to the Exchange Offer or
otherwise pursuant to a Registration of the Exchange Notes containing terms
identical to the Notes for which they are exchanged (except that (i) interest
thereon shall accrue from the last date on which interest was paid on the
corresponding series of Notes (unless the Exchange Note is issued after an
interest record date and prior to the corresponding interest payment date, in
which case interest shall accrue from such interest payment date) or, if no such
interest has been paid, from the first date that the corresponding series of
Notes was originally issued under the Indenture as supplemented by this
Supplemental Indenture and (ii) the provisions relating to Additional Interest
(other than any Additional Interest accrued through the date of issuance of such
Exchange Notes) will be eliminated).
"GLOBAL NOTE" shall have the meaning set forth in Section 2.03(b).
"INDEPENDENT INVESTMENT BANKER" means one of the Reference Treasury
Dealers appointed by the Trustee after consultation with the Company.
"INITIAL NOTES" means (i) all Notes issued on the first date that Notes
were originally issued under this Supplemental Indenture, (ii) any additional
Notes of this series issued under Section 2.02 in any offering not registered
under the Securities Act and (iii) any Notes issued in replacement therefor, but
not including any Exchange Notes issued in exchange therefor.
"INTEREST" means with respect to the Notes any interest payable on the
Notes including Additional Interest, if any.
"NOTES" shall have the meaning set forth in the recitals above.
"REDEMPTION DATE" shall have the meaning assigned in Section 3.01.
"REFERENCE TREASURY DEALER" means (x) each of J.P. Morgan Securities Inc.
and UBS Securities LLC or their respective affiliates; provided, however, that
if either of the foregoing shall cease to be a primary U.S. government
securities dealer in the United States (a "PRIMARY TREASURY DEALER"), the
Company will substitute therefor another Primary Treasury Dealer, and (y) three
other Primary Treasury Dealers selected by the Company.
"REFERENCE TREASURY DEALER QUOTATIONS" means, with respect to each
Reference Treasury Dealer and any Redemption Date, the average, as determined
3
by the Trustee, of the bid and asked prices for the Comparable Treasury Issue
(expressed in each case as a percentage of its principal amount) quoted in
writing to the Trustee by such Reference Treasury Dealer as of 3:30 p.m., New
York City time, on the third Business Day preceding such Redemption Date.
"REGISTRATION" means a registered exchange offer for the Securities by the
Company or other registration of the Notes under the Securities Act pursuant to
and in accordance with the terms of the Registration Rights Agreement.
"REGISTRATION RIGHTS AGREEMENT" means the Registration Rights Agreement,
dated as of November 1, 2004, among the Company and J.P. Morgan Securities Inc.
and UBS Securities LLC, as Representatives of the several Initial Purchasers.
"REGISTRATION STATEMENT" means the Registration Statement pursuant to and
as defined in the Registration Rights Agreement.
"RESTRICTED LEGEND" means the legend set forth in Section 2.04(a) hereof.
"RULE 144A" means Rule 144A under the Securities Act.
"TREASURY RATE" means, with respect to any Redemption Date for the Notes,
the rate per year equal to the semiannual equivalent or interpolated (on a day
count basis) yield to maturity of the Comparable Treasury Issue, assuming a
price for the Comparable Treasury Issue (expressed as a percentage of its
principal amount) equal to the Comparable Treasury Price for such Redemption
Date.
"SECURITIES ACT" means the Securities Act of 1933, as amended.
ARTICLE 2
THE SECURITIES
SECTION 2.01. Designation. (a) The Company hereby establishes a series of
Securities designated the "6.125% Senior Notes due 2034" for issuance under the
Indenture. Their Stated Maturity shall be November 1, 2034 and they shall bear
interest at the rate of 6.125% per annum from the Issue Date or from the most
recent Interest Payment Date to which interest has been paid or duly provided
for, as the case may be, payable semi-annually in arrears on each November 1 and
May 1 (each, an Interest Payment Date), commencing May 1, 2005, until the
principal thereof is paid or made available for payment.
The Notes are not subject to any sinking fund.
4
Interest on the Notes (including Additional Interest) shall be computed on
the basis of a 360 day year comprised of twelve 30 day months.
(b) The Notes shall be issuable in registered form without coupons in
denominations of $1,000 and any integral multiple thereof.
(c) The principal of, premium, if any, and interest on the Notes shall be
payable at the office or agency of the Company designated for that purpose as
the Place of Payment, as provided in Section 4.02 of the Indenture; provided,
however, that interest may be payable at the option of the Company by check
mailed to the address of the Person entitled thereto as such address shall
appear on the Security Register on the record date for such interest payment.
SECTION 2.02. Principal Amount; Series Treatment for Additional
Securities.
(a) The Notes shall be initially limited to an aggregate principal amount
of $375,000,000, except for Notes authenticated and delivered upon registration
of transfer of, or in exchange for, or in lieu of, other Securities of this same
series pursuant to Sections 3.02, 3.03, 3.04 or 10.02 of the Indenture. The
Company may, without notice to or the consent of the Holders of the outstanding
Notes, issue additional notes of the same tenor as the Notes by Company Order,
so that such additional notes and the outstanding Notes shall form a single
series of Securities under the Indenture as supplemented by this Supplemental
Indenture.
(b) Any additional Notes issued under Section 2.02(a) shall have the same
terms in all respects as the corresponding series of outstanding Notes, except
that interest will accrue on the additional Notes from the most recent date to
which interest has been paid on the corresponding series of Notes (other than
the additional Notes) or, if no interest has been paid on the corresponding
series of Notes, from the first date that the corresponding series of Notes was
originally issued under the Indenture as supplemented by this Supplemental
Indenture.
(c) For all purposes of the Indenture and this Supplemental Indenture, all
Notes, whether Initial Notes, Exchange Notes or additional Notes issued under
Section 2.02(a) shall constitute one series of Notes and shall vote together as
one series of Notes.
Section 2.03. Form of Securities; Global Form.
(a) The Notes shall be substantially in the forms of Exhibit A hereto. The
terms and provisions contained in the form of Notes set forth in Exhibit A shall
constitute, and are hereby expressly made, a part of the Indenture as
supplemented by this Supplemental Indenture.
5
Any of the Notes may have such letters, numbers or other marks of
identification and such notations, legends, endorsements or changes as the
officers executing the same may approve (execution thereof to be conclusive
evidence of such approval) and as are not inconsistent with the provisions of
the Indenture as supplemented by this Supplemental Indenture, or as may be
required by the Depository or as may be required for the Initial Notes to be
tradeable on any market developed for trading of securities pursuant to Rule
144A or as may be required to comply with any applicable law or with any rule or
regulation made pursuant thereto or with any rule or regulation of any
securities exchange or automated quotation system on which the Notes may be
listed, or to conform to usage, or to indicate any special limitations or
restrictions to which any particular Notes are subject.
(b) So long as any Notes of this series are eligible for book-entry
settlement with the Depository, or unless otherwise required by law, or
otherwise contemplated by Section 2.05(b), all of the Notes of this series shall
be represented by one or more Notes in global form registered in the name of the
Depository or the nominee of the Depository (each and collectively, the "GLOBAL
NOTE"). The transfer and exchange of beneficial interests in any such Global
Note shall be effected through the Depository in accordance with the Indenture
and the applicable procedures of the Depository. Except as provided in Section
2.05(b), beneficial owners of a Global Note shall not be entitled to have
certificates registered in their names, will not receive or be entitled to
receive physical delivery of certificates in definitive form and will not be
considered holders of such Global Note.
Any Global Note shall represent such of the outstanding Notes of a series
as shall be specified therein and shall provide that it shall represent the
aggregate amount of outstanding Notes of that series from time to time endorsed
thereon and that the aggregate amount of outstanding Notes represented thereby
may from time to time be increased or reduced to reflect redemptions, transfers
or exchanges permitted hereby. Any endorsement of a Global Note to reflect the
amount of any increase or decrease in the amount of outstanding Notes
represented thereby shall be made by the Trustee in such manner and upon
instructions given by the holder of such Notes in accordance with the Indenture.
Payment of principal of and interest and premium, if any, on any Global Note
shall be made to the holder of such Note.
SECTION 2.04. Restrictive Legends. (a) Except as otherwise provided in
paragraph (c), each Initial Note shall bear the following legend on the face
thereof:
THIS NOTE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED
(THE "SECURITIES ACT"), OR ANY STATE OR OTHER SECURITIES LAWS. NEITHER THIS NOTE
NOR ANY INTEREST OR PARTICIPATION HEREIN MAY BE REOFFERED, SOLD, ASSIGNED,
6
TRANSFERRED, PLEDGED, ENCUMBERED OR OTHERWISE DISPOSED OF IN THE ABSENCE OF SUCH
REGISTRATION OR UNLESS SUCH TRANSACTION IS EXEMPT FROM, OR NOT SUBJECT TO, THE
REGISTRATION REQUIREMENTS OF THE SECURITIES ACT. BY ITS ACQUISITION HEREOF, THE
HOLDER (1) REPRESENTS THAT IT IS A "QUALIFIED INSTITUTIONAL BUYER" (AS DEFINED
IN RULE 144A UNDER THE SECURITIES ACT ("RULE 144A")), (2) AGREES NOT TO OFFER,
SELL OR OTHERWISE TRANSFER SUCH NOTE PRIOR TO THE DATE WHICH IS THE LATER OF (X)
TWO YEARS (OR SUCH SHORTER PERIOD OF TIME AS PERMITTED BY RULE 144(k) OF THE
SECURITIES ACT) AFTER THE LATER OF THE LAST DATE OF ISSUANCE OF ANY NOTE OF THIS
SERIES (OR ANY PREDECESSOR OF THIS NOTE) AND THE LAST DATE ON WHICH CINCINNATI
FINANCIAL CORPORATION OR ANY AFFILIATE OF CINCINNATI FINANCIAL CORPORATION WAS
THE OWNER OF THIS NOTE (OR ANY PREDECESSOR OF THIS NOTE) AND (Y) SUCH LATER
DATE, IF ANY, AS MAY BE REQUIRED BY APPLICABLE LAW (THE "RESALE RESTRICTION
TERMINATION DATE") EXCEPT (A) TO CINCINNATI FINANCIAL CORPORATION OR ANY
SUBSIDIARY THEREOF, (B) PURSUANT TO A REGISTRATION STATEMENT WHICH HAS BEEN
DECLARED EFFECTIVE UNDER THE SECURITIES ACT, (C) FOR SO LONG AS THE NOTES ARE
ELIGIBLE FOR RESALE PURSUANT TO RULE 144A, TO A PERSON IT REASONABLY BELIEVES IS
A "QUALIFIED INSTITUTIONAL BUYER" AS DEFINED IN RULE 144A THAT PURCHASES FOR ITS
OWN ACCOUNT OR FOR THE ACCOUNT OF A QUALIFIED INSTITUTIONAL BUYER TO WHOM NOTICE
IS GIVEN THAT THE TRANSFER IS BEING MADE IN RELIANCE ON RULE 144A, OR (D)
PURSUANT TO ANOTHER AVAILABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF
THE SECURITIES ACT AND (3) AGREES THAT IT WILL GIVE TO EACH PERSON TO WHOM THIS
NOTE IS TRANSFERRED A NOTICE SUBSTANTIALLY TO THE EFFECT OF THIS LEGEND;
PROVIDED THAT CINCINNATI FINANCIAL CORPORATION, THE TRUSTEE, THE TRANSFER AGENT
AND THE REGISTRAR WILL HAVE THE RIGHT PRIOR TO ANY SUCH OFFER, SALE OR TRANSFER
(I) PURSUANT TO CLAUSE (D)TO REQUIRE THE DELIVERY OF AN OPINION OF COUNSEL,
CERTIFICATION AND/OR OTHER INFORMATION REASONABLY SATISFACTORY TO EACH OF THEM,
AND (II) IN EACH OF THE FOREGOING CASES, TO REQUIRE THAT A CERTIFICATE OF
TRANSFER IN THE FORM APPEARING ON THE OTHER SIDE OF THIS NOTE IS COMPLETED AND
DELIVERED BY THE TRANSFEROR TO CINCINNATI FINANCIAL CORPORATION AND THE TRUSTEE.
THIS LEGEND WILL BE REMOVED UPON THE REQUEST OF THE HOLDER AFTER THE RESALE
RESTRICTION TERMINATION DATE.
(b) Each Global Note shall also bear the following legend on the face
thereof:
7
THIS NOTE IS A GLOBAL NOTE WITHIN THE MEANING OF THE INDENTURE HEREAFTER
REFERRED TO AND IS REGISTERED IN THE NAME OF THE DEPOSITORY OR A NOMINEE
THEREOF. UNLESS AND UNTIL IT IS EXCHANGED IN WHOLE OR IN PART FOR NOTES IN
DEFINITIVE FORM, THIS NOTE MAY NOT BE TRANSFERRED EXCEPT AS A WHOLE BY THE
DEPOSITORY TO A NOMINEE OF THE DEPOSITORY OR BY A NOMINEE OF THE DEPOSITORY TO
THE DEPOSITORY OR ANOTHER NOMINEE OF THE DEPOSITORY OR BY THE DEPOSITORY OR ANY
SUCH NOMINEE TO A SUCCESSOR DEPOSITORY OR A NOMINEE OF SUCH SUCCESSOR
DEPOSITORY.
Each Global Note for which the Depository Trust Company is the Depository
shall also bear the following legend on the face thereof:
UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC") TO THE COMPANY OR ITS
AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE
ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR SUCH OTHER NAME AS REQUESTED
BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR
TO SUCH OTHER ENTITY AS IS REQUIRED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY
TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON
IS WRONGFUL SINCE THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST
HEREIN.
(c) (i) If the Company determines (upon the advice of counsel and such
other certifications and evidence as the Company may reasonably require) that
any Note is eligible for resale pursuant to Rule 144(k) under the Securities Act
(or a successor provision) and that the Restricted Legend is no longer necessary
or appropriate in order to ensure that subsequent transfers of such Note (or a
beneficial interest therein) are effected in compliance with the Securities Act,
or
(ii) after an Initial Note is (x) sold pursuant to an effective
registration statement under the Securities Act, pursuant to the Registration
Rights Agreement or otherwise, or (y) exchanged for an Exchange Note,
the Company may instruct the Trustee to cancel such Note and issue to the Holder
thereof (or to its transferee) a new Note of like tenor and amount, registered
in the name of the Holder thereof (or its transferee), that does not bear the
Restricted Legend, and the Trustee will comply with such instruction. If a Note
to be reissued under this Section 2.04(c) without a Restricted Legend is
represented by a Global Note bearing the Restricted Legend, the principal amount
of the legended Global Note shall be reduced by the principal amount of the Note
to be
8
reissued without the Restricted Legend and the principal amount of a Global Note
without the Restricted Legend of the appropriate series of Notes shall be
increased by an equal principal amount. If a Global Note without the Restricted
Legend of the appropriate series of Notes is not then outstanding, the Company
shall execute and the Trustee shall authenticate and deliver a Global Note of
the appropriate series of Notes without the Restricted Legend to the Depository.
SECTION 2.05. Transfer Restrictions. (a) By its acceptance of any Note
bearing the Restricted Legend, each Holder of such a Note acknowledges the
restrictions on transfer of such Note set forth in this Supplemental Indenture
and in the Restricted Legend and agrees that it will transfer such Note only as
provided in this Supplemental Indenture and the Restricted Legend. The Company
and the Trustee as Securities registrar shall not register a transfer of any
Note unless such transfer complies with the restrictions on transfer of such
Note set forth in this Supplemental Indenture and the Restricted Legend. In
connection with any transfer of Notes, each Holder agrees by its acceptance of
the Notes to furnish the Trustee as Security registrar or the Company such
certifications, legal opinions or other information as either of them may
reasonably require to confirm that such transfer is being made pursuant to an
exemption from, or a transaction not subject to, the registration requirements
of the Securities Act; provided that the Trustee shall not be required to
determine (but may rely on a determination made by the Company with respect to)
the sufficiency of any such certifications, legal opinions or other information.
The Trustee shall retain copies of all letters, notices and other written
communications received pursuant to the Indenture or this Section 2.05(a). The
Company shall have the right to inspect and make copies of all such letters,
notices or other written communications at any reasonable time upon the giving
of reasonable written notice to the Trustee.
The Trustee shall have no obligation or duty to monitor, determine or
inquire as to compliance with any restrictions on transfer imposed under this
Supplemental Indenture or under applicable law with respect to any transfer of
any interest in any Security (including any transfers between or among members
of, or participants in, the Depository or beneficial owners of interests in any
Global Note) other than to require delivery of such certificates and other
documentation or evidence as are expressly required by, and to do so if and when
expressly required by the terms of, this Supplemental Indenture, and to examine
the same to determine substantial compliance as to form with the express
requirements hereof.
(b) The following provisions shall apply only to Global Notes:
(i) Each Global Note authenticated under this Supplemental Indenture
shall be registered in the name of the Depository or a nominee thereof and
delivered to such Depository or a nominee thereof or the
9
Trustee if the Trustee is acting as custodian for the Depository or its
nominee with respect to such Global Note, and each such Global Note shall
constitute a single Security for all purposes of the Indenture and this
Supplemental Indenture.
(ii) Notwithstanding any other provision in the Indenture, as
supplemented by this Supplemental Indenture, no Global Note may be
exchanged in whole or in part for Notes registered, and no transfer of a
Global Note in whole or in part may be registered, in the name of any
Person other than the Depository or a nominee thereof unless (A) the
Depository (x) has notified the Company that it is unwilling or unable to
continue as Depository for such Global Note or (y) has ceased to be a
clearing agency registered under the Securities Exchange Act of 1934, (B)
an Event of Default has occurred and is continuing with respect to the
Notes or (C) the Company, in its sole discretion, notifies the Trustee in
writing that it no longer wishes to have the Notes represented by a Global
Note. Any Global Note exchanged pursuant to clause (A) or (B) above shall
be so exchanged in whole and not in part and any Global Note exchanged
pursuant to clause (C) above may be exchanged in whole or from time to
time in part as directed by the Company. Any Note issued in exchange for a
Global Note or any portion thereof shall be a Global Note; provided that
any such Note so issued that is registered in the name of a Person other
than the Depository or a nominee thereof shall not be a Global Note.
(iii) Notes issued in exchange for a Global Note or any portion
thereof pursuant to clause (ii) above shall be issued in definitive, fully
registered form, without interest coupons, shall have an aggregate
principal amount equal to that of such Global Note or portion thereof to
be so exchanged, shall be registered in such names and be in such
authorized denominations as the Depository shall designate and shall bear
any legends required hereunder. Any Global Note to be exchanged in whole
shall be surrendered by the Depository to the Trustee, as Securities
registrar. With regard to any Global Note to be exchanged in part, either
such Global Note shall be so surrendered for exchange or, if the Trustee
is acting as custodian for the Depository or its nominee with respect to
such Global Note, the principal amount thereof shall be reduced, by an
amount equal to the portion thereof to be so exchanged, by means of an
appropriate adjustment made on the records of the Trustee. Upon any such
surrender or adjustment, the Trustee shall authenticate and make available
for delivery the Note issuable on such exchange to or upon the written
order of the Depository or an authorized representative thereof.
(iv) In the event of the occurrence of any of the events specified
in clause (ii) above, the Company will promptly make available to the
10
Trustee a reasonable supply of certificated Notes in definitive, fully
registered form, without interest coupons.
(v) Neither any members of, or participants in, the Depository
("AGENT MEMBERS") nor any other Persons on whose behalf Agent Members may
act shall have any rights under the Indenture as supplemented by this
Supplemental Indenture with respect to any Global Notes registered in the
name of the Depository or any nominee thereof, and the Depository or such
nominee, as the case may be, may be treated by the Company, the Trustee
and any agent of the Company or the Trustee as the absolute owner and
holder of such Global Notes for all purposes whatsoever. Notwithstanding
the foregoing, nothing herein shall prevent the Company, the Trustee or
any agent of the Company or the Trustee from giving effect to any written
certification, proxy or other authorization furnished by the Depository or
such nominee, as the case may be, or impair, as between the Depository,
its Agent Members and any other Person on whose behalf an Agent Member may
act, the operation of customary practices of such Persons governing the
exercise of the rights of a holder of any Note.
(vi) At such time as all interests in a Global Note have been
redeemed, repurchased, converted, canceled or exchanged for Notes in
certificated form, such Global Note shall, upon receipt thereof, be
canceled by the Trustee in accordance with standing procedures and
instructions existing between the Depository and the Trustee. At any time
prior to such cancellation, if any interest in a Global Note is redeemed,
repurchased, converted, canceled or exchanged for Notes in certificated
form, the principal amount of such Global Note shall, in accordance with
the standing procedures and instructions existing between the Depository
and the Trustee, be appropriately reduced, and an endorsement shall be
made on such Global Note, by the Trustee, at the direction of the Trustee,
to reflect such reduction.
Section 2.06. Additional Interest.
If a Registration Default (as defined in the Registration Rights
Agreement) occurs with respect to any Notes of this series, the interest rate
borne by such Notes shall be increased as provided in the Registration Rights
Agreement.
Additional Interest (as defined in the Registration Rights Agreement)
shall, for the purposes of the Notes, constitute "INTEREST" used in Article Four
of the Indenture and interest for purposes of this Supplemental Indenture and
Global Note.
11
ARTICLE 3
REDEMPTION OF THE NOTES
Section 3.01 . Optional Redemption by Company. The Company may redeem the
Notes, at any time in whole and from time to time in part, at the option of the
Company, prior to the Stated Maturity at a redemption price (the "REDEMPTION
PRICE") equal to the greater of (i) 100% of the principal amount of such Notes
and (ii) the sum of the present values of the remaining scheduled payments of
principal and interest thereon (exclusive of interest accrued but not paid to
the Redemption Date (as defined below)) discounted to the redemption date on a
semiannual basis (assuming a 360-day year consisting of twelve 30-day months) at
the Treasury Rate plus 15 basis points, plus in each case accrued interest
thereon but not paid to the Redemption Date.
Except as set forth above, the Securities will not be redeemable by the
Company prior to maturity.
The Company shall give notice to the Trustee of any redemption specifying
the date of such redemption by Company Order at least 30 days but not more than
60 days before the date such Notes are to be redeemed (each, a "REDEMPTION
DATE").
Unless the Company defaults in payment of the Redemption Price, on and
after any Redemption Date interest will cease to accrue on the Notes or portions
thereof called for redemption.
The Company shall pay interest to a Person other than the Holder of record
on the Regular Record Date if the Company elects to redeem the Notes on a date
that is after a Regular Record Date but on or prior to the corresponding
Interest Payment Date. In this instance, the Company shall pay accrued interest
on the Notes being redeemed to, but not including, the Redemption Date to the
same Person to whom the Company shall pay the Redemption Price of those Notes.
The Notes are not subject to any sinking fund.
Section 3.02. Selection of Notes to Be Redeemed. If less than all of the
Notes are to be redeemed, unless the procedures of the Depositary provide
otherwise, the Trustee shall select the Notes to be redeemed by lot, on a pro
rata basis or by another method the Trustee considers fair and appropriate (so
long as such method is not prohibited by the rules of any stock exchange or
quotation association on which the Notes are then traded or quoted). Subject to
the previous sentence, the Trustee shall make the selection within five Business
Days after it receives the notice provided for in Section 3.01 from outstanding
Notes not previously called for redemption. The Trustee may select for
redemption portions of the principal amount of Notes that have denominations
larger than $1,000.
12
Notes and portions of Notes that the Trustee selects shall be in principal
amounts of $1,000 or an integral multiple of $1,000. Provisions of this
Supplemental Indenture that apply to Notes called for redemption also apply to
portions of Notes called for redemption. The Trustee shall notify the Company
promptly of the Notes or portions of the Notes to be redeemed.
Section 3.03. Redemption Notice. At least 30 days but not more than 60
days before a Redemption Date, the Company shall mail a notice of redemption (a
"REDEMPTION NOTICE") by first-class mail, postage prepaid, to each Holder of
Notes to be redeemed.
The notice shall identify the Notes to be redeemed and shall state:
(1) the Redemption Date;
(2) the Redemption Price;
(3) the name and address of the Paying Agent;
(4) that Notes called for redemption will be redeemed on the Redemption
Date;
(5) that Notes called for redemption must be surrendered to the Paying
Agent to collect the Redemption Price;
(6) if fewer than all of the outstanding Notes are to be redeemed, the
certificate numbers, if any, and principal amounts of the particular
Notes to be redeemed;
(7) that, unless the Company defaults in making payment of such
Redemption Price, interest and Additional Interest, if any, on Notes
called for redemption will cease to accrue on and after the
Redemption Date; and
(8) the CUSIP number(s) of the Notes.
At the Company's request, the Trustee shall give the Redemption Notice in
the Company's name and at the Company's expense; provided that the Company makes
such request at least seven Business Days prior to the date by which such
Redemption Notice must be given to Holders in accordance with this Section 3.03
and the text of such notice is completed by the Company.
Section 3.04. Effect of Redemption Notice. Once the Redemption Notice is
given, Notes called for redemption become due and payable on the Redemption Date
and at the Redemption Price stated in the notice. Upon surrender to the Paying
Agent, such Notes shall be paid at the Redemption Price stated in the notice.
13
Section 3.05. Deposit of Redemption Price. Prior to 11:00 a.m., New York
City time, on the Redemption Date, the Company shall deposit with the Paying
Agent money sufficient to pay the Redemption Price of all Notes to be redeemed
on that date other than Notes or portions of Notes called for redemption which
on or prior thereto have been delivered by the Company to the Trustee for
cancellation. If such money is then held by the Company in trust and is not
required for such purpose it shall be discharged from such trust.
Section 3.06. Securities Redeemed in Part. Upon surrender of a Note that
is redeemed in part, the Company shall execute and the Trustee shall
authenticate and deliver to the Holder a new Note in an authorized denomination
equal in principal amount to the unredeemed portion of the Security surrendered.
ARTICLE 4
DEFEASANCE
Section 4.01. Defeasance By The Company. The Notes shall be subject to
defeasance at the option of the Company in accordance with the terms and
conditions set forth in Article 11 of the Indenture.
ARTICLE 5
MISCELLANEOUS
Section 5.01. Rule 144A Information; No Resales By Affiliates. (a) Within
the period prior to the expiration of the holding period applicable to sales
thereof under Rule 144(k) under the Securities Act (or any successor provision),
the Company covenants and agrees that it shall, during any period in which it is
not subject to Section 13 or 15(d) under the Securities Exchange Act of 1934,
make available to any Holder or beneficial Holder of Initial Notes in connection
with any sale thereof and any prospective purchaser of Initial Notes designated
by such Holder or beneficial Holder, the information required pursuant to Rule
144A(d)(4) under the Securities Act upon the request of any Holder or beneficial
Holder of the Initial Notes and it will take such further action as any Holder
or beneficial Holder of such Initial Notes may reasonably request, all to the
extent required from time to time to enable such Holder or beneficial Holder to
sell its Initial Notes without registration under the Securities Act within the
limitation of the exemption provided by Rule 144A, as such Rule may be amended
from time to time. Upon the request of any Holder or any beneficial Holder of
the Initial Notes, the Company will deliver to such Holder a written statement
as to whether it has complied with such requirements.
(b) Any Initial Notes that, prior to the expiration of the holding period
applicable to sales thereof under Rule 144(k) under the Securities Act (or any
successor provision), are purchased or owned by the Company or any affiliate
14
thereof (within the meaning of Rule 144) that is controlled by the Company may
not be resold by the Company or such affiliate unless registered under the
Securities Act or resold pursuant to an exemption from the registration
requirements of the Securities Act in a transaction which results in such
Initial Notes no longer being "RESTRICTED SECURITIES" (as defined under Rule
144).
Section 5.02. Ratification Of Indenture.
The Indenture, as supplemented by this Supplemental Indenture, is in all
respects ratified and confirmed, and this Supplemental Indenture shall be deemed
part of the Indenture in the manner and to the extent herein and therein
provided.
Section 5.03. Trustee Not Responsible For Recitals.
The recitals herein contained are made by the Company and not by the
Trustee, and the Trustee assumes no responsibility for the correctness thereof.
The Trustee makes no representation as to the validity or sufficiency of this
Supplemental Indenture.
Section 5.04. Governing Law.
This Supplemental Indenture and each Note shall be governed by and
construed in accordance with the laws of the State of New York without regard to
the principles of conflicts of laws thereof.
Section 5.05. Separability.
In case any one or more of the provisions contained in this Supplemental
Indenture or in the Notes shall for any reason be held to be invalid, illegal or
unenforceable in any respect, such invalidity, illegality or unenforceability
shall not affect any other provisions of this Supplemental Indenture or of the
Notes, but this Supplemental Indenture and the Notes shall be construed as if
such invalid or illegal or unenforceable provision had never been contained
herein or therein.
Section 5.06. Counterparts.
This Supplemental Indenture may be executed in any number of counterparts
each of which shall be an original; but such counterparts shall together
constitute but one and the same instrument.
15
IN WITNESS WHEREOF, the Company has caused this Supplemental Indenture to
be signed and acknowledged by its duly authorized officers, and The Bank of New
York Trust Company, N.A., has caused this Supplemental Indenture to be signed by
one of its duly authorized officers, as of the day and year first above written.
CINCINNATI FINANCIAL CORPORATION
By: /s/ John J. Schiff, Jr.
--------------------------------------
Name: John J. Schiff, Jr.
Title: President and Chief
Executive Officer
By: /s/ Kenneth W. Stecher
--------------------------------------
Name: Kenneth W. Stecher
Title: Treasurer
THE BANK OF NEW YORK TRUST COMPANY, N.A.,
as Trustee
By: /s/ Geoffrey D. Anderson
--------------------------------------
Name: Geoffrey D. Anderson
Title: Assistant Vice President
EXHIBIT A1
[FACE OF NOTE]
[Unless and until a Note is exchanged for an Exchange Note or sold in connection
with an effective Registration Statement pursuant to the Registration Rights
Agreement, the Notes shall bear the legend set forth below on the face thereof
:]
[INSERT RESTRICTIVE LEGEND, IF REQUIRED]
A1-1
CUSIP No. 172062AD3
CINCINNATI FINANCIAL CORPORATION
6.125% Senior Notes Due 2034
No. 1
$375,000,000
CINCINNATI FINANCIAL CORPORATION, a corporation duly organized and
existing under the laws of Ohio (herein called the "COMPANY", which term
includes any successor Person under the Indenture referred to herein), for value
received, hereby promises to pay to CEDE & Co., or registered assigns, the
principal sum of THREE HUNDRED SEVENTY FIVE MILLION DOLLARS ($375,000,000) on
November 1, 2034, and to pay interest thereon from November 1, 2004, or from the
most recent Interest Payment Date to which interest has been paid or duly
provided for, semiannually in arrears on May 1 and November 1 in each year
commencing May 1, 2005, at the rate of 6.125% per annum, until the principal
hereof is paid or made available for payment. The interest so payable, and
punctually paid or duly provided for, on any Interest Payment Date will, as
provided in such Indenture, be paid to the Person in whose name this Note (or
one or more predecessor Notes) is registered at the close of business on the
Regular Record Date for such interest, which shall be the April 15 or October 15
(whether or not a Business Day), as the case may be, next preceding such
Interest Payment Date; provided, however, that interest at Stated Maturity will
be payable to the Person to whom principal shall be payable. Except as otherwise
provided in the Indenture, any such interest not so punctually paid or duly
provided for will forthwith cease to be payable to the Holder on such Regular
Record Date and may either be paid to the Person in whose name this Note (or one
or more predecessor Notes) is registered at the close of business on a Special
Record Date for the payment of such Defaulted Interest to be fixed by the
Trustee, notice whereof shall be given to Holders of Notes of this series not
less than 10 days prior to such Special Record Date, or be paid at any time in
any other lawful manner not inconsistent with the requirements of any securities
exchange on which the Notes of this series may be listed, and upon such notice
as may be required by such exchange, all as more fully provided in said
Indenture. Payment of the principal of and interest on this Note will be made at
the Place of Payment which, subject to the right of the Company to vary or
terminate the appointment of such agency, shall initially be the principal
office of the Trustee, in such coin or currency of the United States of America
as at the time of payment is legal tender for payment of public and private
debts; provided, however, that, at the option of the Company, payment of
interest may be made by check mailed to the address of the Person entitled
thereto as such address shall appear in the Security Register.
A1-2
Reference is hereby made to the further provisions of this Note set forth
on the pages following the certificate of authentication hereon, which further
provisions shall for all purposes have the same effect as if set forth at this
place.
Unless the certificate of authentication hereon has been executed by the
Trustee referred to below, directly or through an Authenticating Agent, by
manual signature of an authorized officer, this Note shall not be entitled to
any benefit under the Indenture or be valid or obligatory for any purpose.
A1-3
IN WITNESS WHEREOF, Cincinnati Financial Corporation has caused this
instrument to be signed by its duly authorized officers.
Dated: November 1, 2004
CINCINNATI FINANCIAL CORPORATION
By: _____________________________________
Title:
By: _____________________________________
Title:
A1-4
CERTIFICATE OF AUTHENTICATION
This is one of the Notes of the series designated herein and referred to
in the within-mentioned Indenture.
The Bank of New York Trust Company,
N.A., as Trustee
By: _____________________________________
Authorized Signatory
A1-5
[REVERSE OF SECURITY]
CINCINNATI FINANCIAL CORPORATION
6.125% Notes Due 2034
This Note is one of a duly authorized issue of Securities of the Company
(herein called the "NOTES"), issued and to be issued in one or more series under
the Indenture, dated as of November 1, 2004 and the Supplemental Indenture,
dated as of November 1, 2004 (collectively herein called the "INDENTURE"),
between the Company and The Bank of New York Trust Company, N.A. (herein called
the "TRUSTEE," which term includes any successor trustee under the Indenture),
to which Indenture and all indentures supplemental thereto reference is hereby
made for a statement of the respective rights, limitations of rights, duties and
immunities thereunder of the Company, the Trustee and the Holders of the Notes
and of the terms upon which the Notes are, and are to be, authenticated and
delivered. This Note is one of the Notes of the series designated herein,
limited in aggregate principal amount to $375,000,000.
The Notes are redeemable, at any time in whole and from time to time in
part, at the option of the Company, prior to the Stated Maturity at the
Redemption Price and on any Redemption Date as provided in the Indenture.
This Note is not subject to any sinking fund.
As provided in the Indenture, defeasance may occur at any time of (a) the
entire indebtedness of the Company on this Note and (b) certain restrictive
covenants and the related defaults and Events of Default, upon compliance by the
Company with certain conditions set forth therein, which provisions apply to
this Note.
If an Event of Default with respect to Notes of this series shall occur
and be continuing, the principal of the Notes of this series may be declared due
and payable in the manner and with the effect provided in the Indenture.
The Indenture permits, with certain exceptions as therein provided, the
amendment thereof and the modification of the rights and obligations of the
Company and the rights of the Holders of the Securities of each series
(including these Notes) to be affected under the Indenture at any time by the
Company and the Trustee with the consent of the Holders of greater than 50% in
principal amount of the Securities at the time Outstanding of each series
affected. The Indenture also contains provisions permitting the Holders of
specified percentages in principal amount of the Securities at the time
Outstanding of each series affected, on behalf of the Holders of all Securities
of such series, to waive compliance by the Company with certain provisions of
the Indenture and certain past defaults under the Indenture and their
consequences. Any such consent or
A2-1
waiver by the Holder of this Note shall be conclusive and binding upon such
Holder and upon all future Holders of this Note and of any Note issued upon the
registration of transfer hereof or in exchange herefor or in lieu hereof,
whether or not notation of such consent or waiver is made upon this Note.
As set forth in, and subject to, the provisions of the Indenture, no
Holder of any Note will have any right to institute any proceeding with respect
to the Indenture or for any remedy thereunder, unless such Holder shall have
previously given to the Trustee written notice of a continuing Event of Default
with respect to such Security, the Holders of not less than 25% in principal
amount of the Outstanding Notes shall have made written request, and offered
indemnity, to the Trustee to institute such proceeding as trustee, and the
Trustee shall not have received from the Holders of a majority in principal
amount of the Outstanding Notes a direction inconsistent with such request and
shall have failed to institute such proceeding within 60 days; provided,
however, that such limitations do not apply to a suit instituted by the Holder
hereof for the enforcement of payment of the principal of or interest on this
Note on or after the respective due dates expressed herein.
No reference herein to the Indenture and no provision of this Note or of
the Indenture shall alter or impair the obligation of the Company, which is
absolute and unconditional, to pay the principal of and interest on this Note at
the times, places, and rate, and in the coin or currency, herein prescribed.
As provided in the Indenture and subject to certain limitations therein
set forth, the transfer of this Note is registrable in the Security Register,
upon surrender for registration of transfer at the office or agency of the
Company maintained for that purpose, duly endorsed by, or accompanied by a
written instrument of transfer in form satisfactory to the Company and the
Security Registrar duly executed by, the Holder hereof or his attorney duly
authorized in writing, and thereupon one or more new Notes of this series and of
like tenor, of authorized denominations and for the same aggregate principal
amount, will be issued to the designated transferee or transferees.
The Notes of this series are issuable only in global or definitive
registered form, without coupons, in denominations of $1,000 and integral
multiples thereof. As provided in the Indenture and subject to certain
limitations therein set forth and to the limitations described below, if
applicable, Notes are exchangeable at the office or agency of the Company for a
like aggregate principal amount of Notes of a different authorized denomination,
as requested by the Holder surrendering the same.
[TO BE INCLUDED IN INITIAL NOTES, NOT EXCHANGE NOTES: If a Registration
Default (as defined in the Registration Rights Agreement)
A2-2
occurs, then the Company shall pay Additional Interest (as defined in the
Registration Rights Agreement) (in addition to the interest otherwise due
hereon) to the Holder as provided in the Registration Rights Agreement.]
[TO BE INCLUDED IN EXCHANGE NOTES: There shall also be payable in respect
of this Security all Additional Interest that may have accrued on the Note for
which this Note was exchanged (as defined in such Note) pursuant to the Exchange
Offer, such Additional Interest to be calculated in accordance with the terms of
such Security and payable at the same time and in the same manner as periodic
interest on this Note.]
This Note is exchangeable for Notes in definitive registered form only if
(x) the Depository notifies the Company that it is unwilling or unable to
continue as Depository for this Global Note or if at any time the Depository
ceases to be a clearing agency registered under the Securities Exchange Act of
1934, as amended, (y) the Company in its sole discretion determines that this
Note shall be exchangeable for definitive Notes in registered form and so
notifies the Trustee or (z) an Event of Default has occurred and is continuing;
provided that the definitive Notes so issued in exchange for this Global Note
shall be in denominations of $1,000 and integral multiples thereof and be of
like aggregate principal amount and tenor as the portion of this Global Note to
be exchanged, and provided further that, unless the Company agrees otherwise,
Notes of this series in definitive registered form will be issued in exchange
for this Global Note, or any portion hereof, only if such Notes in definitive
registered form were requested by written notice to the Trustee or the Security
Registrar by or on behalf of a Person who is beneficial owner of an interest
hereof given through the Holder hereof. Except as provided above, owners of
beneficial interests in this Global Note will not be entitled to receive
physical delivery of Notes in definitive registered form and will not be
considered the Holders thereof for any purpose under the Indenture.
No service charge shall be made for any such registration of transfer or
exchange, but the Company may require payment of a sum sufficient to cover any
tax or other governmental charge payable in connection therewith.
Prior to the due presentment of this Note for registration of transfer,
the Company, the Trustee and any agent of the Company or the Trustee may treat
the Person in whose name this Note is registered as the owner hereof for all
purposes, whether or not this Note is overdue, and neither the Company, the
Trustee nor any such agent shall be affected by notice to the contrary.
The Indenture and the Notes shall be governed by and construed in
accordance with the laws of the State of New York.
A2-3
All terms used in this Note which are defined in the Indenture shall have
the meanings assigned to them in the Indenture.
ABBREVIATIONS
The following abbreviations, when used in the inscription on the face of
this instrument, shall be construed as though they were written out in full
according to applicable laws or regulations:
TEN COM -- as tenants in common
TEN ENT -- as tenants by the entireties
JT TEN -- as joint tenants with right of survivorship and not
as tenants in common
UNIF GIFT MIN ACT -- Custodian Under
Uniform Gifts to
Minors Act
(Cust) (Minor) (State)
Additional abbreviations may also be used though not in the above list.
A2-4
[FORM OF TRANSFER NOTICE]
FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and
transfer(s) unto
PLEASE INSERT SOCIAL SECURITY OR
OTHER IDENTIFYING NUMBER OF ASSIGNEE
______________________________
PLEASE PRINT OR TYPEWRITE NAME AND ADDRESS INCLUDING POSTAL ZIP CODE OF ASSIGNEE
______________________________
______________________________
______________________________
the within Note and all rights thereunder, hereby irrevocably constituting and
appointing ____________ attorney to transfer said Security on the books of the
Company, with full power of substitution in the premises.
Dated:
________________________________________
Signature
NOTICE: THE SIGNATURE TO THIS ASSIGNMENT MUST CORRESPOND WITH THE NAME AS
WRITTEN UPON THE FACE OF THE WITHIN INSTRUMENT IN EVERY PARTICULAR, WITHOUT
ALTERATION OR ENLARGEMENT OR ANY CHANGE WHATEVER.
A2-5
[THE FOLLOWING PROVISION TO BE INCLUDED
ON ALL NOTES OTHER THAN EXCHANGE NOTES]
In connection with any transfer of this Note occurring prior to the date
which is the earlier of (i) the date of an effective Registration or completion
of the Exchange Offer (as defined in the Registration Rights Agreement) or (ii)
two years (or such lesser period as may be provided in any amendment to Rule
144(k) under the Securities Act) after the later of the original issuance of
this Note or the last date on which this Note was held by the Company or an
Affiliate of the Company, the undersigned confirms that without utilizing any
general solicitation or general advertising that this Note is being transferred
in accordance with its terms:
[Check One]
(1) [ ] to the Company or a subsidiary of the Company;
(2) [ ] pursuant to an effective registration statement under the
Securities Act of 1933; or
(3) [ ] to a "qualified institutional buyer" (as defined in Rule 144A
under the Securities Act of 1933) that purchases for its own
account or for the account of a qualified institutional buyer to
whom notice is given that such transfer is being made in reliance
on Rule 144A, in each case pursuant to and in compliance with
Rule 144A under the Securities Act of 1933; or
(4) [ ] pursuant to another available exemption from the registration
requirements of the Securities Act of 1933.
Unless one of the boxes is checked, the Trustee will refuse to register
any of the Notes evidenced by this certificate in the name of any Person other
than the registered holder thereof, provided, however, that if box (4) is
checked, the Trustee may require, prior to registering any such transfer of the
Notes, such legal opinions, certifications and other information as the Company
has reasonably requested to confirm that such transfer is being made pursuant to
an exemption from, or in a transaction not subject to, the registration
requirements of the Securities Act of 1933.
Signature
Signature Guarantee:
Signature must be guaranteed Signature
A2-6
Signatures must be guaranteed by an "eligible guarantor institution"
meeting the requirements of the Registrar, which requirements include membership
or participation in the Security Transfer Agent Medallion Program ("STAMP") or
such other "signature guarantee program" as may be determined by the Registrar
in addition to, or in substitution for, STAMP, all in accordance with the
Securities and Exchange Act of 1934, as amended.
A2-7
TO BE COMPLETED BY PURCHASER IF (3) ABOVE IS CHECKED.
The undersigned represents and warrants that it is purchasing this Note
for its own account or an account with respect to which it exercises sole
investment discretion and that it and any such account is a "qualified
institutional buyer" within the meaning of Rule 144A under the Securities Act of
1933, and is aware that the sale to it is being made in reliance on Rule 144A
and acknowledges that it has received such information regarding the Company as
the undersigned has requested pursuant to Rule 144A or has determined not to
request such information and that it is aware that the transferor is relying
upon the undersigned's foregoing representations in order to claim the exemption
from registration provided by Rule 144A.
Dated:________________ ____________________________________
NOTICE: To be executed by an
executive officer
A2-8
Schedule I
[Include as Schedule I only for a Global Note]
SCHEDULE OF EXCHANGES OF DEFINITIVE NOTES
CINCINNATI FINANCIAL CORPORATION
6.125% Senior Notes due 2034
No. [ ]
The following exchanges of a part of this Global Note for Definitive Notes
have been made:
PRINCIPAL AMOUNT OF
AMOUNT OF DECREASE IN AMOUNT OF INCREASE IN THIS GLOBAL NOTE SIGNATURE OF AUTHORIZED
PRINCIPAL AMOUNT OF PRINCIPAL AMOUNT OF FOLLOWING SUCH DECREASE SIGNATORY OF TRUSTEE OR
DATE OF EXCHANGE THIS GLOBAL NOTE THIS GLOBAL NOTE (OR INCREASE) SECURITY CUSTODIAN
- -----------------------------------------------------------------------------------------------------------
A2-9