EXHIBIT 4.2
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6.92% DEBENTURES DUE 2028
SECOND SUPPLEMENTAL INDENTURE
between
CINCINNATI FINANCIAL CORPORATION
and
THE BANK OF NEW YORK TRUST COMPANY, N.A.
as Trustee
Dated as of May 9, 2005
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TABLE OF CONTENTS
PAGE
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ARTICLE 1 DEFINITIONS...................................................................2
Section 1.01. Definition of Terms..................................................2
ARTICLE 2 THE SECURITIES................................................................2
Section 2.01. Designation..........................................................2
Section 2.02. Principal Amount.....................................................3
Section 2.03. Form of Securities; Global Form......................................3
Section 2.04. Restrictive Legends..................................................4
Section 2.05. Transfer Restrictions................................................4
ARTICLE 3 DEFEASANCE....................................................................6
Section 3.01. Defeasance By The Company............................................6
ARTICLE 4 MISCELLANEOUS.................................................................7
Section 4.01. Ratification Of Indenture............................................7
Section 4.02. Trustee Not Responsible For Recitals.................................7
Section 4.03. Governing Law........................................................7
Section 4.04. Separability.........................................................7
Section 4.05. Counterparts.........................................................7
SECOND SUPPLEMENTAL INDENTURE dated as of May 9, 2005 (the "SECOND
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 "2004 INDENTURE") between the Company and the
Trustee.
WHEREAS, the Company executed and delivered the 2004 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 2004 Indenture;
WHEREAS, Section 9.01(g) of the 2004 Indenture provides that the
Company and the Trustee may enter into an indenture supplemental to the 2004
Indenture to establish the form or terms of Securities (as defined in the 2004
Indenture) of any series as provided by Sections 2.01 and 2.02 of the 2004
Indenture;
WHEREAS, the Company executed and delivered a Supplemental Indenture
dated as of November 1, 2004 (the "FIRST SUPPLEMENTAL INDENTURE" and the 2004
Indenture as supplemented by the First Supplemental Indenture and by this Second
Supplemental Indenture, the "INDENTURE") to the Trustee in connection with the
issuance of the Company's 6.125% senior notes due 2034, a series of securities
under the Indenture;
WHEREAS, the Board of Directors of the Company has duly adopted
resolutions authorizing the Company to execute and deliver this Second
Supplemental Indenture;
WHEREAS, pursuant to the terms of the Indenture, the Company desires to
enter into this Second Supplemental Indenture to provide for the establishment
of a new series of its Securities to be known as its 6.92% Debentures due 2028
(the "6.92% NOTES");
WHEREAS, the Company has requested that the Trustee execute and deliver
this Second Supplemental Indenture and all things necessary to make (i) this
Second Supplemental Indenture a valid instrument in accordance with its terms,
and (ii) the 6.92% 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
6.92% Notes by the Holders thereof, and for the purpose of setting forth, as
provided in the Indenture, the form and terms of the 6.92% 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 2004 Indenture has the same meaning when used
in this Second Supplemental Indenture unless the definition of such term is
amended and supplemented pursuant to the First Supplemental Indenture or this
Second Supplemental Indenture;
(b) a term defined anywhere in this Second 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 Second Supplemental Indenture; and
(e) headings are for convenience of reference only and do not affect
interpretation.
ARTICLE 2
THE SECURITIES
Section 2.01. Designation. (a) The Company hereby establishes a series
of Securities designated the "6.92% Debentures due 2028" for issuance under the
Indenture. Their Stated Maturity shall be May 15, 2028 and they shall bear
interest at the rate of 6.92% 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 May 15 and
November 15 (each, an Interest Payment Date), commencing May 15, 2005, until the
principal thereof is paid or made available for payment.
The 6.92% Notes are not subject to any sinking fund. The 6.92% Notes
may not be redeemed prior to the Stated Maturity.
Interest on the 6.92% Notes shall be computed on the basis of a 360 day
year comprised of twelve 30 day months.
(b) The 6.92% Notes shall be issuable in registered form without
coupons in denominations of $1,000 and any integral multiple thereof.
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(c) The principal of, premium, if any, and interest on the 6.92% 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. The 6.92% Notes shall be limited to an
aggregate principal amount of $392,249,000, except for 6.92% 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.
Section 2.03. Form of Securities; Global Form.
(a) The 6.92% Notes shall be substantially in the forms of Exhibit A
hereto. The terms and provisions contained in the form of 6.92% Notes set forth
in Exhibit A shall constitute, and are hereby expressly made, a part of the
Indenture as supplemented by this Second Supplemental Indenture.
Any of the 6.92% 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, or as may be required by the Depository 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 6.92% Notes may be listed, or to conform to usage,
or to indicate any special limitations or restrictions to which any particular
6.92% Notes are subject.
(b) So long as any 6.92% Notes 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 6.92% Notes of this series shall be
represented by one or more 6.92% 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, 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 6.92% Notes as
shall be specified therein and shall provide that it shall represent the
aggregate amount of outstanding 6.92% Notes from time to time endorsed thereon
and that the aggregate amount of outstanding 6.92% Notes represented thereby may
from
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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 6.92% Notes
represented thereby shall be made by the Trustee in such manner and upon
instructions given by the Holder of such 6.92% 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. Each Global Note shall bear the
following legend on the face thereof:
THIS 6.92% 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 6.92% 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.
Section 2.05. Transfer Restrictions.
(a) 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
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expressly required by the terms of, this Second 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 Second 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 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 Second Supplemental Indenture.
(ii) Notwithstanding any other provision in the Indenture, no Global
Note may be exchanged in whole or in part for 6.92% 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 6.92% Notes or (C) the Company,
in its sole discretion, notifies the Trustee in writing that it no
longer wishes to have the 6.92% 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 6.92% Note issued in
exchange for a Global Note or any portion thereof shall be a Global
Note; provided that any such 6.92% 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) 6.92% 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
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such surrender or adjustment, the Trustee shall authenticate and make
available for delivery the 6.92% 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
Trustee a reasonable supply of certificated 6.92% 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 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 6.92% Note.
(vi) At such time as all interests in a Global Note have been
redeemed, repurchased, converted, canceled or exchanged for 6.92% 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 6.92% 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.
ARTICLE 3
DEFEASANCE
Section 3.01. Defeasance By The Company. The 6.92% 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 2004 Indenture.
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ARTICLE 4
MISCELLANEOUS
Section 4.01. Ratification Of Indenture.
The 2004 Indenture is in all respects ratified and confirmed, and this
Second Supplemental Indenture shall be deemed part of the 2004 Indenture in the
manner and to the extent herein and therein provided.
Section 4.02. 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
Second Supplemental Indenture.
Section 4.03. Governing Law.
This Second Supplemental Indenture and each 6.92% 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 4.04. Separability.
In case any one or more of the provisions contained in this Second
Supplemental Indenture or in the 6.92% 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 Second
Supplemental Indenture or of the 6.92% Notes, but this Second Supplemental
Indenture and the 6.92% Notes shall be construed as if such invalid or illegal
or unenforceable provision had never been contained herein or therein.
Section 4.05. Counterparts.
This Second 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.
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IN WITNESS WHEREOF, the Company has caused this Second 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 Second 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/ ▇▇▇▇ ▇. ▇▇▇▇▇▇, ▇▇.
---------------------------------------------
Name: ▇▇▇▇ ▇. ▇▇▇▇▇▇, ▇▇.
Title: President and Chief
Executive Officer
By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
---------------------------------------------
Name: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
Title: Treasurer
THE BANK OF NEW YORK TRUST
COMPANY, N.A., as Trustee
By: /s/ ▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
---------------------------------------------
Name: ▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
Title: Assistant Vice President
EXHIBIT A
[FACE OF NOTE]
THIS 6.92% 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 6.92% 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.
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.
A-1
CUSIP No. ▇▇▇▇▇▇▇▇▇
CINCINNATI FINANCIAL CORPORATION
6.92% Debentures Due 2028
No. 1
$392,249,000
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 NINETY TWO MILLION, TWO HUNDRED FORTY NINE
DOLLARS ($392,249,000) on May 15, 2028, and to pay interest thereon from April
29, 2005, or from the most recent Interest Payment Date to which interest has
been paid or duly provided for, semiannually in arrears on May 15 and November
15 in each year commencing May 15, 2005, at the rate of 6.92% 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
6.92% Note (or one or more predecessor 6.92% Notes) is registered at the close
of business on the Regular Record Date for such interest, which shall be the May
1 or November 1 (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 6.92% Note (or one or more predecessor 6.92% 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
6.92% Notes 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 6.92% Notes 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 6.92% 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.
A-2
Reference is hereby made to the further provisions of this 6.92% 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 signatory, this 6.92% Note shall not be
entitled to any benefit under the Indenture or be valid or obligatory for any
purpose.
A-3
IN WITNESS WHEREOF, Cincinnati Financial Corporation has caused this
instrument to be signed by its duly authorized officers.
Dated: May ____, 2005
CINCINNATI FINANCIAL CORPORATION
By:
------------------------------------
Title:
By:
------------------------------------
Title:
A-4
CERTIFICATE OF AUTHENTICATION
This is one of the 6.92% 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
A-5
[REVERSE OF SECURITY]
CINCINNATI FINANCIAL CORPORATION
6.92% Debentures Due 2028
This note is one of a duly authorized issue of Securities of the Company
(herein called the "6.92% NOTES"), issued and to be issued in one or more series
under the Indenture, dated as of November 1, 2004 as supplemented by the
Supplemental Indenture, dated as of November 1, 2004, and by the Second
Supplemental Indenture, dated as of May 9, 2005 (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 6.92% Notes and of the terms upon which the 6.92% Notes are, and
are to be, authenticated and delivered. This 6.92% Note is one of the 6.92%
Notes of the series designated herein, limited in aggregate principal amount to
$392,249,000.
This 6.92% Note is not subject to any sinking fund. The 6.92% Notes may
not be redeemed prior to the Stated Maturity.
As provided in the Indenture, defeasance may occur at any time of (a) the
entire indebtedness of the Company on this 6.92% 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 6.92% Note.
If an Event of Default with respect to 6.92% Notes shall occur and be
continuing, the principal of the 6.92% Notes 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 6.92% 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 waiver by the Holder of this 6.92% Note shall
be conclusive and binding upon such Holder and upon all future Holders of this
6.92% Note and of any 6.92%
A-6
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 6.92% Note.
As set forth in, and subject to, the provisions of the Indenture, no
Holder of any 6.92% 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 6.92% 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 6.92% 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 6.92% Note on or after the respective due dates expressed herein.
No reference herein to the Indenture and no provision of this 6.92% 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
6.92% 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 6.92% 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 6.92% 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 6.92% 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, 6.92% Notes are exchangeable at the office or agency of the Company
for a like aggregate principal amount of 6.92% Notes of a different authorized
denomination, as requested by the Holder surrendering the same.
This 6.92% Note is exchangeable for 6.92% Notes in definitive registered
form only if (A) the Depository (x) notifies the Company that it is unwilling or
unable to continue as Depository for this Global Note or (y) ceases to be a
clearing agency registered under the Securities Exchange Act of 1934, as
A-7
amended, (B) an Event of Default has occurred and is continuing with respect to
this 6.92% Note, or (C) the Company, in its sole discretion, determines that
this 6.92% Note shall be exchangeable for definitive 6.92% Notes in registered
form and so notifies the Trustee in writing; provided that the definitive 6.92%
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, 6.92% Notes of this series in
definitive registered form will be issued in exchange for this Global Note, or
any portion hereof, only if such 6.92% 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 6.92%
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 6.92% 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 6.92% Note is registered as the owner
hereof for all purposes, whether or not this 6.92% 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 6.92% Notes shall be governed by and construed in
accordance with the laws of the State of New York.
All terms used in this 6.92% Note which are defined in the Indenture shall
have the meanings assigned to them in the Indenture.
A-8
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.
A-9
[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 6.92% 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.
A-10
Schedule I
[Include as Schedule I only for a Global Note]
SCHEDULE OF EXCHANGES OF DEFINITIVE NOTES
CINCINNATI FINANCIAL CORPORATION
6.92% Debentures due 2028
No. [ ]
The following exchanges of a part of this Global Note for Definitive Notes
have been made:
PRINCIPAL SIGNATURE OF
AMOUNT OF AMOUNT OF AMOUNT OF THIS AUTHORIZED
DECREASE IN INCREASE IN GLOBAL NOTE SIGNATORY OF
PRINCIPAL PRINCIPAL FOLLOWING SUCH TRUSTEE OR
AMOUNT OF THIS AMOUNT OF THIS DECREASE (OR SECURITY
DATE OF EXCHANGE GLOBAL NOTE GLOBAL NOTE INCREASE) CUSTODIAN
---------------- ----------- ----------- --------- ---------
A-11
