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                                                                    EXHIBIT 10.1

                 THE ASSOCIATED GENERAL CONTRACTORS OF AMERICA

              [THE ASSOCIATED GENERAL CONTRACTORS OF AMERICA LOGO]
--------------------------------------------------------------------------------
                              AGC DOCUMENT NO. 410

                   STANDARD FORM OF DESIGN-BUILD AGREEMENT AND
                      GENERAL CONDITIONS BETWEEN OWNER AND
                                 DESIGN-BUILDER

      (WHERE THE BASIS OF PAYMENT IS THE COST OF THE WORK PLUS A FEE WITH A
                            GUARANTEED MAXIMUM PRICE)

This standard form agreement was developed with the advice and cooperation of
the AGC Private Industry Advisory Council, a number of Fortune 500 Owners'
design and construction managers who have been meeting with AGC contractors to
discuss issues of mutual concern. AGC gratefully acknowledges the contributions
of these owners' staff who participated in this effort to produce a basic
agreement for construction.

                                TABLE OF ARTICLES

1.    AGREEMENT

2.    GENERAL PROVISIONS

3.    DESIGN-BUILDER'S RESPONSIBILITIES

4.    OWNER'S RESPONSIBILITIES

5.    SUBCONTRACTS

6.    TIME

7.    COMPENSATION

8.    COST OF THE WORK

9.    CHANGES IN THE WORK

10.   PAYMENT FOR CONSTRUCTION PHASE SERVICES

11.   INDEMNITY, INSURANCE, BONDS, AND WAIVER OF SUBROGATION

12.   SUSPENSION AND TERMINATION OF THE AGREEMENT AND OWNER'S RIGHT TO PERFORM
DESIGN-BUILDER'S RESPONSIBILITIES

13.   DISPUTE RESOLUTION




                                       1

IMPORTANT: This document may contain modifications to the text of the original
AGC standard form. Its author has chosen not to reflect any modifications in the
electronic or printed output. Consultation with legal and insurance counsel and
careful review of the entire document are strongly encouraged.

DocuBuilder(R) - AGC DOCUMENT NO. 410 - STANDARD FORM OF DESIGN-BUILD AGREEMENT
AND GENERAL CONDITIONS BETWEEN OWNER AND DESIGN-BUILDER (Where the Basis of
Payment is the Cost of the Work Plus a Fee with a Guaranteed Maximum Price) (C)
1999, The Associated General Contractors of America. All rights reserved. This
document was produced electronically under the grant of license provided to
subscribers of the AGC DocuBuilder Contract Document Software.


<PAGE>

14.   MISCELLANEOUS PROVISIONS

15.   EXISTING CONTRACT DOCUMENTS

AMENDMENT NO. 1

This Agreement has important legal and insurance consequences. Consultation with
an attorney and an insurance adviser is encouraged with respect to its
completion or modification.

                                   ARTICLE 1

                                   AGREEMENT




                                       2

IMPORTANT: This document may contain modifications to the text of the original
AGC standard form. Its author has chosen not to reflect any modifications in the
electronic or printed output. Consultation with legal and insurance counsel and
careful review of the entire document are strongly encouraged.

DocuBuilder(R) - AGC DOCUMENT NO. 410 - STANDARD FORM OF DESIGN-BUILD AGREEMENT
AND GENERAL CONDITIONS BETWEEN OWNER AND DESIGN-BUILDER (Where the Basis of
Payment is the Cost of the Work Plus a Fee with a Guaranteed Maximum Price) (C)
1999, The Associated General Contractors of America. All rights reserved. This
document was produced electronically under the grant of license provided to
subscribers of the AGC DocuBuilder Contract Document Software.


<PAGE>

This Agreement is made as of the 6th day of January in the year two thousand
five, by and between the

OWNER

      Cincinnati Financial Corporation

      6200 South Gilmore Road

      Fairfield, OH 45014

and the

DESIGN-BUILDER

      Messer Construction Co.

      5158 Fishwick Drive

for services in connection with the following PROJECT

      CFC Tower Number 3 Expansion, includes construction and design of a
      three-story underground garage and seven-story office building along with
      campus site improvements at 6200 S. Gilmore Road, Fairfield, Ohio 45014.

Notice to the parties shall be given at the above addresses.

The parties intend that this Agreement govern the relationship between them for
work undertaken in furtherance of the project, whether such work occurred before
or after the effective date of this Agreement.

                                    ARTICLE 2

                               GENERAL PROVISIONS

2.1 TEAM RELATIONSHIP Cincinnati Financial Corporation and Messer Construction
Co. agree to proceed with the Project on the basis of trust, good faith and fair
dealing and shall take all actions reasonably necessary to perform this
Agreement in an economical and timely manner, including consideration of design
modifications and alternative materials or equipment that will permit the Work
to be constructed within the Guaranteed Maximum Price (GMP) and by the Dates of
Substantial Completion and Final Completion if they are established by Amendment
No. 1. Messer Construction Co. agrees to procure or furnish, as permitted by the
law of Ohio, the design phase services and construction phase services as set
forth below.

      2.1.1 Messer Construction Co. represents that it is an independent
      contractor and that it is familiar with the type of work it is
      undertaking.

      2.1.2 Neither Messer Construction Co. nor any of its agents or employees
      shall act on behalf of or in the name of Cincinnati Financial Corporation
      unless authorized in writing by Cincinnati Financial Corporation's
      Representative.

2.2 ARCHITECT/ENGINEER Architectural and engineering services shall be performed
by licensed, and qualified independent design professionals selected and paid by
Messer Construction Co. or furnished by licensed employees of Messer
Construction Co. The standard of care for architectural and engineering services
performed under this Agreement shall be the care and skill ordinarily used by
members of the architectural and engineering professions practicing under
similar conditions at the same time and locality. Messer Construction Co. shall
be responsible to Cincinnati Financial Corporation for




                                       3

IMPORTANT: This document may contain modifications to the text of the original
AGC standard form. Its author has chosen not to reflect any modifications in the
electronic or printed output. Consultation with legal and insurance counsel and
careful review of the entire document are strongly encouraged.

DocuBuilder(R) - AGC DOCUMENT NO. 410 - STANDARD FORM OF DESIGN-BUILD AGREEMENT
AND GENERAL CONDITIONS BETWEEN OWNER AND DESIGN-BUILDER (Where the Basis of
Payment is the Cost of the Work Plus a Fee with a Guaranteed Maximum Price) (C)
1999, The Associated General Contractors of America. All rights reserved. This
document was produced electronically under the grant of license provided to
subscribers of the AGC DocuBuilder Contract Document Software.


<PAGE>

the acts and omissions of the parties in privity of contract with Messer
Construction Co., including, but not limited to, the architectural and
engineering services procured as referenced above. The architect/engineer for
the project is Roth Partnership, 212 E. 3rd Street, Cincinnati, OH 45202.

2.3 EXTENT OF AGREEMENT This Agreement is solely for the benefit of the parties,
represents the entire and integrated agreement between the parties, and
supersedes all prior negotiations, representations or agreements, either written
or oral. The Agreement and each and every provision is for the exclusive benefit
of Cincinnati Financial Corporation and Messer Construction Co. and not for the
benefit of any third party nor any third party beneficiary, except to the extent
expressly provided in the Agreement.

2.4 DEFINITIONS

      .1 The Contract Documents consist of:

            a. Change Orders and written amendments to this Agreement including
            exhibits and appendices, signed by both Cincinnati Financial
            Corporation and Messer Construction Co., including Amendment No. 1
            if executed;

            b. this Agreement except for the existing Contract Documents set
            forth in item e. below;

            c. the most current documents approved by Cincinnati Financial
            Corporation pursuant to Subparagraph 3.1.4, 3.1.6 or 3.1.7;

            d. the information provided by Cincinnati Financial Corporation
            pursuant to Clause 4.1.2.1;

            e. the Contract Documents in existence at the time of execution of
            this Agreement which are set forth in Article 15;

            f. Cincinnati Financial Corporation's Program provided pursuant to
            Subparagraph 4.1.1;

            In case of any inconsistency, conflict or ambiguity among the
            Contract Documents, the documents shall govern in the order in which
            they are listed above.

      .2 The term day shall mean calendar day, unless otherwise specifically
      defined.

      .3 Messer Construction Co.'s Fee means the compensation paid to Messer
      Construction Co. for salaries and other mandatory or customary
      compensation of Messer Construction Co.'s employees at its principal and
      branch offices except employees listed in Subparagraph 8.2.2, general and
      administrative expenses of Messer Construction Co.'s principal and branch
      offices other than the field office, and Messer Construction Co.'s capital
      expenses, including interest on Messer Construction Co.'s capital employed
      for the Work, and profit.

      .4 Defective Work is any portion of the Work not in conformance with the
      Contract Documents as more fully described in Paragraph 3.8.

      .5 The term Fast-track means accelerated scheduling which involves
      commencing construction prior to the completion of drawings and
      specifications and then using means such as bid packages and efficient
      coordination to compress the overall schedule.

      .6 Final Completion occurs on the date when Messer Construction Co.'s
      obligations under this Agreement are complete and accepted by Cincinnati
      Financial Corporation and final payment becomes due and payable.

      .7 A Material Supplier is a party or entity retained by the Messer
      Construction Co. to provide material and equipment for the Work.




                                       4

IMPORTANT: This document may contain modifications to the text of the original
AGC standard form. Its author has chosen not to reflect any modifications in the
electronic or printed output. Consultation with legal and insurance counsel and
careful review of the entire document are strongly encouraged.

DocuBuilder(R) - AGC DOCUMENT NO. 410 - STANDARD FORM OF DESIGN-BUILD AGREEMENT
AND GENERAL CONDITIONS BETWEEN OWNER AND DESIGN-BUILDER (Where the Basis of
Payment is the Cost of the Work Plus a Fee with a Guaranteed Maximum Price) (C)
1999, The Associated General Contractors of America. All rights reserved. This
document was produced electronically under the grant of license provided to
subscribers of the AGC DocuBuilder Contract Document Software.


<PAGE>

      .8 Others means all persons at the Work Site who are agents, employees,
      contractors, or invitees of Cincinnati Financial Corporation, and who are
      not otherwise Messer Construction Co., its agents, employees, contractors,
      Subcontractors or Material Suppliers, or any of their subagents,
      Subcontractors, and Material Suppliers.

      .9 Cincinnati Financial Corporation is the person or entity identified as
      such in this Agreement and includes Cincinnati Financial Corporation's
      Representative.

      .10 Cincinnati Financial Corporation's Program is an initial description
      of Cincinnati Financial Corporation's objectives, that may include budget
      and time criteria, space requirements and relationships, flexibility and
      expandability requirements, special equipment and systems, and site
      requirements.

      .11 The Project, as identified in Article 1, is the building, facility
      and/or other improvements for which Messer Construction Co. is to perform
      the Work under this Agreement. It may also include improvements to be
      undertaken by Cincinnati Financial Corporation or Others.

      .12 A Subcontractor is a party or entity retained by Messer Construction
      Co. as an independent contractor to provide the on-site labor, materials,
      equipment and/or services necessary to complete a specific portion of the
      Work. The term Subcontractor does not include Roth Partnership or any
      separate contractor employed by Cincinnati Financial Corporation or any
      separate contractors subcontractors.

      .13 Substantial Completion of the Work, or of a designated portion, occurs
      on the date when Messer Construction Co.'s obligations are sufficiently
      complete in accordance with the Contract Documents so that Cincinnati
      Financial Corporation can or does occupy or utilize the Project, or a
      designated portion, for the use for which it is intended, in accordance
      with Paragraph 10.4. The issuance of a Certificate of Occupancy is not a
      prerequisite for Substantial Completion if the Certificate of Occupancy
      cannot be obtained due to factors beyond Messer Construction Co.'s
      control. This date shall be confirmed by a Certificate of Substantial
      Completion signed by Cincinnati Financial Corporation and Messer
      Construction Co.. The Certificate shall state the respective
      responsibilities of Cincinnati Financial Corporation and Messer
      Construction Co. for security, maintenance, heat, utilities, damage to the
      Work, and insurance. The Certificate shall also list the items to be
      completed or corrected, and establish the time for their completion and
      correction, within the time frame, if any, established in Amendment No. 1
      for the Date of Final Completion. Cincinnati Financial Corporation may
      withhold retainage in an amount not to exceed 150% of the estimated cost
      of the items to be completed or corrected, to be disbursed upon
      completion.

      .14 A Subsubcontractor is a party or entity who has an agreement with a
      Subcontractor to perform any portion of the Subcontractor's work.

      .15 The Work is the Design Phase Services procured or furnished in
      accordance with Paragraph 3.1, the GMP Proposal provided in accordance
      with Paragraph 3.2, the Construction Phase Services provided in accordance
      with Paragraph 3.3, Additional Services that may be provided in accordance
      with Paragraph 3.10, and other services which are necessary to complete
      the Project in accordance with and reasonably inferable from the Contract
      Documents.

      .16 Worksite means the geographical area at the location mentioned in
      Article 1 where the Work is to be performed.

                                    ARTICLE 3

                        DESIGN-BUILDER'S RESPONSIBILITIES




                                       5

IMPORTANT: This document may contain modifications to the text of the original
AGC standard form. Its author has chosen not to reflect any modifications in the
electronic or printed output. Consultation with legal and insurance counsel and
careful review of the entire document are strongly encouraged.

DocuBuilder(R) - AGC DOCUMENT NO. 410 - STANDARD FORM OF DESIGN-BUILD AGREEMENT
AND GENERAL CONDITIONS BETWEEN OWNER AND DESIGN-BUILDER (Where the Basis of
Payment is the Cost of the Work Plus a Fee with a Guaranteed Maximum Price) (C)
1999, The Associated General Contractors of America. All rights reserved. This
document was produced electronically under the grant of license provided to
subscribers of the AGC DocuBuilder Contract Document Software.


<PAGE>

Messer Construction Co. shall be responsible for the design and for the
construction of the Work consistent with Cincinnati Financial Corporation's
Program, as such Program may be modified by Cincinnati Financial Corporation
during the course of the Work. Messer Construction Co. shall exercise reasonable
skill and judgment in the performance of its services consistent with the team
relationship described in Paragraph 2.1, but does not warrant nor guarantee
schedules and estimates other than those that are part of the GMP proposal.

Messer Construction Co. and Cincinnati Financial Corporation may establish a
Fast-track approach to the design and construction services necessary to
complete the Project. Such agreement establishing a Fast-track approach and the
Schedule of the Work shall be included as an exhibit to this Agreement. In the
absence of such agreement, the parties shall proceed in accordance with
Paragraphs 3.1 and 3.3 below.

3.1 DESIGN PHASE SERVICES

      3.1.1 PRELIMINARY EVALUATION. Messer Construction Co. shall review
      Cincinnati Financial Corporation's Program to ascertain the requirements
      of the Project and shall verify such requirements with Cincinnati
      Financial Corporation. Messer Construction Co.'s review shall also provide
      to Cincinnati Financial Corporation a preliminary evaluation of the site
      with regard to access, traffic, drainage, parking, building placement and
      other considerations affecting the building, the environment and energy
      use, as well as information regarding applicable governmental laws,
      regulations and requirements. Messer Construction Co. shall also propose
      alternative architectural, civil, structural, mechanical, electrical and
      other systems for review by Cincinnati Financial Corporation, to determine
      the most desirable approach on the basis of cost, technology, quality and
      speed of delivery. Messer Construction Co. will also review existing test
      reports but will not undertake any independent testing nor be required to
      furnish types of information derived from such testing in its Preliminary
      Evaluation. Based upon its review and verification of Cincinnati Financial
      Corporation's Program and other relevant information Messer Construction
      Co. shall provide a Preliminary Evaluation of the Projects feasibility for
      Cincinnati Financial Corporation's acceptance. Messer Construction Co.'s
      Preliminary Evaluation shall specifically identify any deviations from
      Cincinnati Financial Corporation's Program.

      3.1.2 PRELIMINARY SCHEDULE. Messer Construction Co. shall prepare a
      preliminary schedule of the Work. Cincinnati Financial Corporation shall
      provide written approval of milestone dates established in the preliminary
      schedule of the Work. The schedule shall show the activities of Cincinnati
      Financial Corporation, Roth Partnership and Messer Construction Co.
      necessary to meet Cincinnati Financial Corporation's completion
      requirements. The schedule shall be updated periodically with the level of
      detail for each schedule update reflecting the information then available.
      If an update indicates that a previously approved schedule will not be
      met, Messer Construction Co. shall recommend corrective action to
      Cincinnati Financial Corporation in writing.

      3.1.3 PRELIMINARY ESTIMATE. When sufficient Project information has been
      identified, Messer Construction Co. shall prepare for Cincinnati Financial
      Corporation's written acceptance a preliminary estimate utilizing area,
      volume or similar conceptual estimating techniques. The estimate shall be
      updated periodically with the level of detail for each estimate update
      reflecting the information then available. If the preliminary estimate or
      any update exceeds Cincinnati Financial Corporation's budget, Messer
      Construction Co. shall make written recommendations to Cincinnati
      Financial Corporation.

      3.1.4 SCHEMATIC DESIGN DOCUMENTS. The Design-Builder shall submit for
      Cincinnati Financial Corporation's written approval Schematic Design
      Documents, based on the agreed upon Preliminary Evaluation. Schematic
      Design Documents shall include drawings, outline specifications




                                       6

IMPORTANT: This document may contain modifications to the text of the original
AGC standard form. Its author has chosen not to reflect any modifications in the
electronic or printed output. Consultation with legal and insurance counsel and
careful review of the entire document are strongly encouraged.

DocuBuilder(R) - AGC DOCUMENT NO. 410 - STANDARD FORM OF DESIGN-BUILD AGREEMENT
AND GENERAL CONDITIONS BETWEEN OWNER AND DESIGN-BUILDER (Where the Basis of
Payment is the Cost of the Work Plus a Fee with a Guaranteed Maximum Price) (C)
1999, The Associated General Contractors of America. All rights reserved. This
document was produced electronically under the grant of license provided to
subscribers of the AGC DocuBuilder Contract Document Software.


<PAGE>

      and other conceptual documents illustrating the Projects basic elements,
      scale, and their relationship to the Worksite. One set of these documents
      shall be furnished to Cincinnati Financial Corporation. When Messer
      Construction Co. submits the Schematic Design Documents Messer
      Construction Co. shall identify in writing all material changes and
      deviations that have taken place from Messer Construction Co.'s
      Preliminary Evaluation, schedule and estimate. Messer Construction Co.
      shall update the preliminary schedule and estimate based on the Schematic
      Design Documents.

      3.1.5 PLANNING PERMITS. Messer Construction Co. shall obtain and
      Cincinnati Financial Corporation shall pay for all planning permits
      necessary for the construction of the Project.

      3.1.6 DESIGN DEVELOPMENT DOCUMENTS. Messer Construction Co. shall submit
      for Cincinnati Financial Corporation's written approval Design Development
      Documents based on the approved Schematic Design Documents. The Design
      Development Documents shall further define the Project including drawings
      and outline specifications fixing and describing the Project size and
      character as to site utilization, and other appropriate elements
      incorporating the structural, architectural, mechanical and electrical
      systems. One set of these documents shall be furnished to Cincinnati
      Financial Corporation. When Messer Construction Co. submits the Design
      Development Documents, Messer Construction Co. shall identify in writing
      all material changes and deviations that have taken place from the
      Schematic Design Documents. Messer Construction Co. shall update the
      schedule and estimate based on the Design Development Documents.

      3.1.7 CONSTRUCTION DOCUMENTS. Messer Construction Co. shall submit for
      Cincinnati Financial Corporation's written approval Construction Documents
      based on the approved Design Development Documents. The Construction
      Documents shall set forth in detail the requirements for construction of
      the Work, and shall consist of drawings and specifications based upon
      codes, laws and regulations enacted at the time of their preparation. When
      Messer Construction Co. submits the Construction Documents, Messer
      Construction Co. shall identify in writing all material changes and
      deviations that have taken place from the Design Development Documents.
      Construction shall be in accordance with these approved Construction
      Documents. One set of these documents shall be furnished to Cincinnati
      Financial Corporation prior to commencement of construction. If a GMP has
      not been established, Messer Construction Co. shall prepare a further
      update of the schedule and estimate based on the Construction Documents.

      3.1.8 OWNERSHIP OF DOCUMENTS. Upon the making of payment pursuant to
      Paragraph 10.5, Cincinnati Financial Corporation shall receive ownership
      of the property rights, except for copyrights, of all documents, drawings,
      specifications, electronic data and information prepared, provided or
      procured by Messer Construction Co., Roth Partnership, Subcontractors and
      consultants and distributed to Cincinnati Financial Corporation for this
      Project. (Design-Build Documents)

            .1 If this Agreement is terminated pursuant to Paragraph 12.2,
            Cincinnati Financial Corporation shall receive ownership of the
            property rights, except for copyrights, of the Design-Build
            Documents upon payment for all Work performed in accordance with
            this Agreement, at which time Cincinnati Financial Corporation shall
            have the right to use, reproduce and make derivative works from the
            Design-Build Documents to complete the Work.

            .2 If this Agreement is terminated pursuant to Paragraph 12.3,
            Cincinnati Financial Corporation shall receive ownership of the
            property rights, except for copyrights, of the Design-Build
            Documents upon payment of all sums provided in Paragraph 12.3, at
            which time Cincinnati Financial Corporation shall have the right to
            use, reproduce and make derivative works from the Design-Build
            Documents to complete the Work.




                                       7

IMPORTANT: This document may contain modifications to the text of the original
AGC standard form. Its author has chosen not to reflect any modifications in the
electronic or printed output. Consultation with legal and insurance counsel and
careful review of the entire document are strongly encouraged.

DocuBuilder(R) - AGC DOCUMENT NO. 410 - STANDARD FORM OF DESIGN-BUILD AGREEMENT
AND GENERAL CONDITIONS BETWEEN OWNER AND DESIGN-BUILDER (Where the Basis of
Payment is the Cost of the Work Plus a Fee with a Guaranteed Maximum Price) (C)
1999, The Associated General Contractors of America. All rights reserved. This
document was produced electronically under the grant of license provided to
subscribers of the AGC DocuBuilder Contract Document Software.


<PAGE>

            .3 Cincinnati Financial Corporation may use, reproduce and make
            derivative works from the Design-Build Documents for subsequent
            renovation and remodeling of the Work, but shall not use, reproduce
            or make derivative works from the Design-Build Documents for other
            projects without the written authorization of Messer Construction
            Co., who shall not unreasonably withhold consent.

            .4 Cincinnati Financial Corporation's use of the Design-Build
            Documents without Messer Construction Co.'s involvement or on other
            projects is at Cincinnati Financial Corporation's sole risk, except
            for Messer Construction Co.'s indemnification obligation pursuant to
            Paragraph 3.7, and Cincinnati Financial Corporation shall defend,
            indemnify and hold harmless Messer Construction Co., Roth
            Partnership, Subcontractors and consultants, and the agents,
            officers, directors and employees of each of them from and against
            any and all claims, damages, losses, costs and expenses, including
            but not limited to attorney's fees, costs and expenses incurred in
            connection with any dispute resolution process, arising out of or
            resulting from Cincinnati Financial Corporation's use of the
            Design-Build Documents. If Messer Construction Co. defaults in the
            performance of this Agreement, Cincinnati Financial Corporation
            shall receive ownership of the property rights, except for
            copyrights, of the Design-Build Documents and shall have the right
            to use, reproduce and make deerivative works from the Design-Build
            Documents to complete the Work.

            .5 Messer Construction Co. shall obtain from Roth Partnership,
            Subcontractors and consultants property rights and rights of use
            that correspond to the rights given by Messer Construction Co. to
            Cincinnati Financial Corporation in this Agreement.

3.2 GUARANTEED MAXIMUM PRICE (GMP)

      3.2.1 GMP PROPOSAL. At such time as Cincinnati Financial Corporation and
      Messer Construction Co. jointly agree, Messer Construction Co. shall
      submit a GMP Proposal in a format acceptable to Cincinnati Financial
      Corporation. Unless the parties mutually agree otherwise, the GMP shall be
      the sum of the estimated Cost of the Work as defined in Article 8 and
      Messer Construction Co.'s Fee as defined in Article 7. The GMP is subject
      to modification as provided in Article 9.

            3.2.1.1 If the Design-Build Documents are not complete at the time
            the GMP Proposal is submitted to Cincinnati Financial Corporation,
            Messer Construction Co. shall provide in the GMP for further
            development of the Design-Build Documents consistent with Cincinnati
            Financial Corporation's Program. Such further development does not
            include changes in scope, systems, kinds and quality of materials,
            finishes or equipment, all of which if required, shall be
            incorporated by Change Order.

      3.2.2 BASIS OF GUARANTEED MAXIMUM PRICE. Messer Construction Co. shall
      include with the GMP Proposal a written statement of its basis, which
      shall include:

            .1 a list of the drawings and specifications, including all addenda,
            which were used in preparation of the GMP Proposal;

            .2 a list of allowances and a statement of their basis;

            .3 a list of the assumptions and clarifications made by Messer
            Construction Co. in the preparation of the GMP Proposal to
            supplement the information contained in the drawings and
            specifications;

            .4 the Date of Substantial Completion and/or the Date of Final
            Completion upon which the proposed GMP is based, and the Schedule of
            Work upon which the Date of Substantial Completion and/or the Date
            of Final Completion is based;




                                       8

IMPORTANT: This document may contain modifications to the text of the original
AGC standard form. Its author has chosen not to reflect any modifications in the
electronic or printed output. Consultation with legal and insurance counsel and
careful review of the entire document are strongly encouraged.

DocuBuilder(R) - AGC DOCUMENT NO. 410 - STANDARD FORM OF DESIGN-BUILD AGREEMENT
AND GENERAL CONDITIONS BETWEEN OWNER AND DESIGN-BUILDER (Where the Basis of
Payment is the Cost of the Work Plus a Fee with a Guaranteed Maximum Price) (C)
1999, The Associated General Contractors of America. All rights reserved. This
document was produced electronically under the grant of license provided to
subscribers of the AGC DocuBuilder Contract Document Software.


<PAGE>

            .5 a schedule of applicable alternate prices;

            .6 a schedule of applicable unit prices;

            .7 a statement of Additional Services included, if any;

            .8 the time limit for acceptance of the GMP proposal;

            .9 Messer Construction Co.'s Contingency as provided in Subparagraph
            3.2.7; and Owner Contingency if, so directed by Owner,

            .10 a statement of any work to be self-performed by Messer
            Construction Co.; and

            .11 a statement identifying all patented or copyrighted materials,
            methods or systems selected by Messer Construction Co. and
            incorporated in the Work that are likely to require the payment of
            royalties or license fees, and

            .12 100% payment and performance bonds.

      3.2.3 REVIEW AND ADJUSTMENT TO GMP PROPOSAL Messer Construction Co. shall
      meet with Cincinnati Financial Corporation to review the GMP Proposal. In
      the event that Cincinnati Financial Corporation has any comments relative
      to the GMP Proposal, or finds any inconsistencies or inaccuracies in the
      information presented, it shall give prompt written notice of such
      comments or findings to Messer Construction Co., who shall make
      appropriate adjustments to the GMP, its basis or both. Nothing contained
      herein shall require Cincinnati Financial Corporation to discover any such
      matter and Cincinnati Financial Corporation's failure to discover any such
      matter shall not limit, excuse or diminish Messer Construction Co.'s
      obligations hereunder in any way whatsoever.

      3.2.4 ACCEPTANCE OF GMP PROPOSAL Upon acceptance by Cincinnati Financial
      Corporation of the GMP Proposal, as may be amended by Messer Construction
      Co. in accordance with Subparagraph 3.2.3, the GMP and its basis shall be
      set forth in Amendment No. 1. The GMP and the Date of Substantial
      Completion and/or the Date of Final Completion shall be subject to
      modification as provided in Articles 6 and 9.

      3.2.5 FAILURE TO ACCEPT THE GMP PROPOSAL Unless Cincinnati Financial
      Corporation accepts the GMP Proposal in writing on or before the date
      specified in the GMP Proposal for such acceptance and so notifies the
      Messer Construction Co., the GMP Proposal shall not be effective. If
      Cincinnati Financial Corporation fails to accept the GMP Proposal, or
      rejects the GMP Proposal, Cincinnati Financial Corporation shall have the
      right to:

            .1 Suggest modifications to the GMP Proposal. If such modifications
            are accepted in writing by Messer Construction Co., the GMP Proposal
            shall be deemed accepted in accordance with Subparagraph 3.2.4;

            .2 Direct Messer Construction Co. to proceed on the basis of
            reimbursement as provided in Articles 7 and 8 without a GMP, in
            which case all references in this Agreement to the GMP shall not be
            applicable; or

            .3 Terminate the Agreement for convenience in accordance with
            Paragraph 12.3.

            In the absence of a GMP the parties may establish a Date of
            Substantial Completion and/or a Date of Final Completion.

      3.2.6 PRE-GMP WORK Prior to Cincinnati Financial Corporation's acceptance
      of the GMP Proposal, Messer Construction Co. shall not incur any cost to
      be reimbursed as part of the Cost of the Work, except as provided in this
      Agreement or as Cincinnati Financial Corporation may

IMPORTANT: This document may contain modifications to the text of the original
AGC standard form. Its author has chosen not to reflect any modifications in the
electronic or printed output. Consultation with legal and insurance counsel and
careful review of the entire document are strongly encouraged.

DocuBuilder(R) - AGC DOCUMENT NO. 410 - STANDARD FORM OF DESIGN-BUILD AGREEMENT
AND GENERAL CONDITIONS BETWEEN OWNER AND DESIGN-BUILDER (Where the Basis of
Payment is the Cost of the Work Plus a Fee with a Guaranteed Maximum Price) (C)
1999, The Associated General Contractors of America. All rights reserved. This
document was produced electronically under the grant of license provided to
subscribers of the AGC DocuBuilder Contract Document Software.

                                       9
<PAGE>

      specifically authorize in writing.

      3.2.7 DESIGN-BUILDER'S CONTINGENCY The GMP Proposal will contain, as part
      of the estimated Cost of the Work, Messer Construction Co.'s Contingency,
      a sum mutually agreed upon and monitored by Messer Construction Co. and
      Cincinnati Financial Corporation for use at Messer Construction Co.'s
      discretion to cover costs which are properly reimbursable as a Cost of the
      Work but are not the basis for a Change Order.

Design-Builder's Contingency is to cover such things as (but not limited to)
changes in market conditions, estimating variances or judgment errors in pricing
at the time of establishing the GMP, delay costs not otherwise compensated,
unanticipated changes in construction methods, default by a Subcontractor or
supplier, and acceleration costs required to meet the Contract Time. Any funds
remaining in the Design-Builder's Contingency upon the completion of the work
including any warranty work shall belong to Cincinnati Financial Corporation.
The Owner, in its discretion, may establish an Owner's Contingency, which is
entirely separate from the Design-Builder's Contingency. The Owner's
Contingency, if established, is for the Owner's exclusive use in its sole
discretion to add scope to the Project, to pay for unanticipated costs incurred
by the Design-Builder which are the Owner's responsibility, or for other
purposes that the Owner may designate. The Owner's Contingency is not part of
the Guaranteed Maximum Price. If requested by the Owner, the Design-Builder will
advise the Owner of the expenditures against the Owner's Contingency on a
monthly basis but will not guarantee the sufficiency of the Owner's Contingency
for any purpose.

3.3 CONSTRUCTION PHASE SERVICES

      3.3.1 The Construction Phase will commence upon the issuance by Cincinnati
      Financial Corporation of a written notice to proceed with construction. If
      construction commences prior to execution of Amendment No. 1, Messer
      Construction Co. shall prepare for Cincinnati Financial Corporation's
      written approval a list of the documents that are applicable to the part
      of the Work which Cincinnati Financial Corporation has authorized, which
      list shall be included in Cincinnati Financial Corporation's written
      notice to proceed.

      3.3.2 In order to complete the Work, Messer Construction Co. shall provide
      all necessary construction supervision, inspection, construction
      equipment, labor, materials, tools, and subcontracted items.

      3.3.3 Messer Construction Co. shall give all notices and comply with all
      laws and ordinances legally enacted at the date of execution of the
      Agreement which govern the proper performance of the Work.

      3.3.4 Messer Construction Co. shall obtain and shall pay for the building
      permits necessary for the construction of the Project.

      3.3.5 Messer Construction Co. shall keep such full and detailed accounts
      as are necessary for proper financial management under this Agreement.
      Cincinnati Financial Corporation shall be afforded access to all Messer
      Construction Co.'s records, books, correspondence, instructions, drawings,
      receipts, vouchers, memoranda and similar data relating to this Agreement.
      Messer Construction Co. shall preserve all such records for a period of
      three years after the final payment or longer where required by law.

      3.3.6 The Messer Construction Co. shall provide no less than monthly
      written reports to Cincinnati Financial Corporation on the progress of the
      Work in such detail as is required by Cincinnati Financial Corporation and
      as agreed to by Cincinnati Financial Corporation and Messer




                                       10

IMPORTANT: This document may contain modifications to the text of the original
AGC standard form. Its author has chosen not to reflect any modifications in the
electronic or printed output. Consultation with legal and insurance counsel and
careful review of the entire document are strongly encouraged.

DocuBuilder(R) - AGC DOCUMENT NO. 410 - STANDARD FORM OF DESIGN-BUILD AGREEMENT
AND GENERAL CONDITIONS BETWEEN OWNER AND DESIGN-BUILDER (Where the Basis of
Payment is the Cost of the Work Plus a Fee with a Guaranteed Maximum Price) (C)
1999, The Associated General Contractors of America. All rights reserved. This
document was produced electronically under the grant of license provided to
subscribers of the AGC DocuBuilder Contract Document Software.


<PAGE>

      Construction Co..

      3.3.7 Messer Construction Co. shall develop a system of cost reporting for
      the Work, including regular monitoring of actual costs for activities in
      progress and estimates for uncompleted tasks and proposed changes in the
      Work. The reports shall be presented to Cincinnati Financial Corporation
      at mutually agreeable intervals, no less than monthly.

      3.3.8 Messer Construction Co. shall regularly remove debris and waste
      materials at the Worksite resulting from the Work. Prior to discontinuing
      Work in an area, Messer Construction Co. shall clean the area and remove
      all rubbish and its construction equipment, tools, machinery, waste and
      surplus materials. Messer Construction Co. shall minimize and confine dust
      and debris resulting from construction activities. At the completion of
      the Work, Messer Construction Co. shall remove from the Worksite all
      construction equipment, tools, surplus materials, waste materials and
      debris. Messer Construction Co. acknowledges that Cincinnati Financial
      Corporation and its affiliates and tenants are conducting business in the
      existing office towers of which the Project will become a part, and Messer
      Construction Co. agrees it will exercise its reasonable efforts to
      minimize disruption to such activities that will be ongoing in the
      existing office towers and at the Project site. Messer Construction Co.'s
      operating hours and procedures will be specified in greater detail in the
      GMP documents to be submitted for Cincinnati Financial Corporation's
      approval. Messer Construction Co. will not be required to operate outside
      normal working hours unless approved by Cincinnati Financial Corporation,
      or unless Cincinnati Financial Corporation issues a Change Order to this
      effect and agrees to be responsible for resulting cost and time impacts.

      3.3.9 Messer Construction Co. shall prepare and submit to Cincinnati
      Financial Corporation:

            final marked up as-built drawings

      in general documenting how the various elements of the Work including
      changes were actually constructed or installed, or as defined by the
      parties by attachment to this Agreement.

3.4 SCHEDULE OF THE WORK. Messer Construction Co. shall prepare and submit a
Schedule of Work for Cincinnati Financial Corporation's acceptance and written
approval. This schedule shall indicate the dates for the start and completion of
the various stages of the Work, including the dates when information and
approvals are required from Cincinnati Financial Corporation. The Schedule shall
be revised by Messer Construction Co. as required by the conditions of the Work,
subject to approval by Cincinnati Financial Corporation.

3.5 SAFETY OF PERSONS AND PROPERTY

      3.5.1 SAFETY PRECAUTIONS AND PROGRAMS. Messer Construction Co. shall have
      overall responsibility for safety precautions and programs in the
      performance of the Work. Messer Construction Co. shall take reasonable
      steps to comply and cause all Subcontractors and Material Suppliers to
      comply with all applicable provisions of Federal, State and Municipal
      safety laws to prevent accidents or injuries to persons or damage to
      property on, about or adjacent to the Work Site. While the provisions of
      this Paragraph establish the responsibility for safety between Cincinnati
      Financial Corporation and Messer Construction Co., they do not relieve
      Subcontractors of their responsibility for the safety of persons or
      property in the performance of their work, nor for compliance with the
      provisions of applicable laws and regulations.

      3.5.2 Messer Construction Co. shall seek to avoid injury, loss or damage
      to persons or property by taking reasonable steps to protect:




                                       11

IMPORTANT: This document may contain modifications to the text of the original
AGC standard form. Its author has chosen not to reflect any modifications in the
electronic or printed output. Consultation with legal and insurance counsel and
careful review of the entire document are strongly encouraged.

DocuBuilder(R) - AGC DOCUMENT NO. 410 - STANDARD FORM OF DESIGN-BUILD AGREEMENT
AND GENERAL CONDITIONS BETWEEN OWNER AND DESIGN-BUILDER (Where the Basis of
Payment is the Cost of the Work Plus a Fee with a Guaranteed Maximum Price) (C)
1999, The Associated General Contractors of America. All rights reserved. This
document was produced electronically under the grant of license provided to
subscribers of the AGC DocuBuilder Contract Document Software.


<PAGE>

            .1 its employees and other persons at the Worksite;

            .2 materials, supplies and equipment stored at the Worksite for use
            in performance of the Work; and

            .3 the Project and all property located at the Worksite and adjacent
            to work areas, whether or not said property or structures are part
            of the Project or involved in the Work.

      3.5.3 DESIGN-BUILDER'S SAFETY REPRESENTATIVE. Messer Construction Co.
      shall designate an individual at the Worksite in the employ of Messer
      Construction Co. who shall act as Messer Construction Co.'s designated
      safety representative with a duty to prevent accidents. Unless otherwise
      identified by Messer Construction Co. in writing to Cincinnati Financial
      Corporation, the designated safety representative shall be Messer
      Construction Co.'s project superintendent. Messer Construction Co. will
      report immediately in writing all accidents and injuries occurring at the
      Worksite to Cincinnati Financial Corporation. When Messer Construction Co.
      is required to file an accident report with a public authority, Messer
      Construction Co. shall furnish a copy of the report to Cincinnati
      Financial Corporation.

      3.5.4 Messer Construction Co. shall provide Cincinnati Financial
      Corporation with copies of all notices required of Messer Construction Co.
      by law or regulation. Messer Construction Co.'s safety program shall
      comply with the requirements of governmental and quasi-governmental
      authorities having jurisdiction over the Work.

      3.5.5 Damage or loss not insured under property insurance which may arise
      from the performance of the Work, to the extent of the negligence
      attributed to such acts or omissions of Messer Construction Co., or anyone
      for whose acts Messer Construction Co. may be liable, shall be promptly
      remedied by Messer Construction Co.. Damage or loss attributable to the
      acts or omissions of Cincinnati Financial Corporation or Others and not to
      Messer Construction Co. shall be promptly remedied by Cincinnati Financial
      Corporation.

      3.5.6 If Cincinnati Financial Corporation deems any part of the Work or
      Worksite unsafe, Cincinnati Financial Corporation, without assuming
      responsibility for Messer Construction Co.'s safety program, may require
      Messer Construction Co. to stop performance of the Work or take corrective
      measures satisfactory to Cincinnati Financial Corporation, or both. If
      Messer Construction Co. does not adopt corrective measures, Cincinnati
      Financial Corporation may perform them and reduce by the costs of the
      corrective measures the amount of the GMP, or in the absence of a GMP, the
      Cost of the Work as provided in Article 8. Messer Construction Co. agrees
      to make no claim for damages, for an increase in the GMP, compensation for
      Design Phase Services, Messer Construction Co.'s Fee and/or the Date of
      Substantial Completion and/or the Date of Final Completion based on Messer
      Construction Co.'s compliance with Cincinnati Financial Corporation's
      reasonable request.

3.6 HAZARDOUS MATERIALS

      3.6.1 A Hazardous Material is any substance or material identified now or
      in the future as hazardous under any federal, state or local law or
      regulation, or any other substance or material which may be considered
      hazardous or otherwise subject to statutory or regulatory requirements
      governing handling, disposal and/or clean-up. Messer Construction Co.
      shall not be obligated to commence or continue work until all Hazardous
      Material discovered at the Worksite has been removed, rendered or
      determined to be harmless by Cincinnati Financial Corporation as certified
      by an independent testing laboratory approved by the appropriate
      government agency.

      3.6.2 If after the commencement of the Work, Hazardous Material is
      discovered at the Work Site,




                                       12

IMPORTANT: This document may contain modifications to the text of the original
AGC standard form. Its author has chosen not to reflect any modifications in the
electronic or printed output. Consultation with legal and insurance counsel and
careful review of the entire document are strongly encouraged.

DocuBuilder(R) - AGC DOCUMENT NO. 410 - STANDARD FORM OF DESIGN-BUILD AGREEMENT
AND GENERAL CONDITIONS BETWEEN OWNER AND DESIGN-BUILDER (Where the Basis of
Payment is the Cost of the Work Plus a Fee with a Guaranteed Maximum Price) (C)
1999, The Associated General Contractors of America. All rights reserved. This
document was produced electronically under the grant of license provided to
subscribers of the AGC DocuBuilder Contract Document Software.


<PAGE>

      Messer Construction Co. shall be entitled to immediately stop Work in the
      affected area. Messer Construction Co. shall report the condition to
      Cincinnati Financial Corporation and, if required, the government agency
      with jurisdiction.

      3.6.3 Messer Construction Co. shall not be required to perform any Work
      relating to or in the area of Hazardous Material without written mutual
      agreement.

      3.6.4 Cincinnati Financial Corporation shall be responsible for retaining
      an independent testing laboratory to determine the nature of the material
      encountered and whether it is a Hazardous Material requiring corrective
      measures and/or remedial action. Such measures shall be the sole
      responsibility of Cincinnati Financial Corporation, and shall be performed
      in a manner minimizing any adverse effects upon the Work of Messer
      Construction Co.. Messer Construction Co. shall resume Work in the area
      affected by any Hazardous Material only upon written agreement between the
      parties after the Hazardous Material has been removed or rendered harmless
      and only after approval, if necessary, of the governmental agency or
      agencies with jurisdiction.

      3.6.5 If Messer Construction Co. incurs additional costs and/or is delayed
      due to the presence or remediation of Hazardous Material, Messer
      Construction Co. shall be entitled to an equitable adjustment in the GMP,
      compensation for Design Phase Services, Messer Construction Co.'s Fee
      and/or the Date of Substantial Completion and/or the Date of Final
      Completion.

      3.6.6 Provided Messer Construction Co., its Subcontractors, Material
      Suppliers and Subsubcontractors, and the agents, officers, directors and
      employees of each of them, have not, acting under their own authority,
      knowingly entered upon any portion of the Work containing Hazardous
      Materials, and to the extent not caused by the negligent acts or omissions
      of the Messer Construction Co., its Subcontractors, Material Suppliers and
      Subsubcontractors, and the agents, officers, directors and employees of
      each of them, Cincinnati Financial Corporation shall defend, indemnify and
      hold harmless the Messer Construction Co., its Subcontractors and
      Subsubcontractors, and the agents, officers, directors and employees of
      each of them, from and against any and all direct claims, damages, losses,
      costs and expenses, including but not limited to attorney's fees, costs
      and expenses incurred in connection with any dispute resolution process,
      arising out of or relating to the performance of the Work in any area
      affected by Hazardous Material.

      3.6.7 Material Safety Data (MSD) sheets as required by law and pertaining
      to materials or substances used or consumed in the performance of the
      Work, whether obtained by Messer Construction Co., Subcontractors,
      Cincinnati Financial Corporation or Others, shall be maintained at the
      Project by Messer Construction Co. and made available to Cincinnati
      Financial Corporation and Subcontractors.

      3.6.8 During Messer Construction Co.'s performance of the Work, Messer
      Construction Co. shall be responsible for the proper handling of all
      materials, including Hazardous Materials, brought to the Work Site by
      Messer Construction Co., its Subcontractors, Material Suppliers,
      Sub-Subcontractors, and the agents, officers, directors and employees of
      each of them. Except for those Hazardous Materials improperly handled,
      referenced in Section 3.6.6 hereof, Messer Construction Co. shall defend,
      indemnify and hold harmless Cincinnati Financial Corporation from and
      against any and all direct claims, damages, losses, costs and expenses,
      including but not limited to attorneys' fees, costs and expenses incurred
      in connection with any dispute resolution process, arising out of or
      relating to the performance of the Work in any area whether or not
      affected by Hazardous Materials. Upon the issuance of the Certificate of
      Substantial Completion, Cincinnati Financial Corporation shall be
      responsible under this paragraph for materials and substances brought to
      the site by Messer Construction Co. if such materials or substances are
      required by the Contract Documents.




                                       13

IMPORTANT: This document may contain modifications to the text of the original
AGC standard form. Its author has chosen not to reflect any modifications in the
electronic or printed output. Consultation with legal and insurance counsel and
careful review of the entire document are strongly encouraged.

DocuBuilder(R) - AGC DOCUMENT NO. 410 - STANDARD FORM OF DESIGN-BUILD AGREEMENT
AND GENERAL CONDITIONS BETWEEN OWNER AND DESIGN-BUILDER (Where the Basis of
Payment is the Cost of the Work Plus a Fee with a Guaranteed Maximum Price) (C)
1999, The Associated General Contractors of America. All rights reserved. This
document was produced electronically under the grant of license provided to
subscribers of the AGC DocuBuilder Contract Document Software.


<PAGE>

      3.6.9 The terms of this Paragraph 3.6 shall survive the completion of the
      Work under this Agreement and/or any termination of this Agreement.

3.7 ROYALTIES, PATENTS AND COPYRIGHTS. Messer Construction Co. shall pay all
royalties and license fees which may be due on the inclusion of any patented or
copyrighted materials, methods or systems selected by Messer Construction Co.
and incorporated in the Work. Messer Construction Co. shall defend, indemnify
and hold Cincinnati Financial Corporation harmless from all suits or claims for
infringement of any patent rights or copyrights arising out of such selection.
Cincinnati Financial Corporation agrees to defend, indemnify and hold Messer
Construction Co. harmless from all suits or claims of infringement of any patent
rights or copyrights arising out of any patented or copyrighted materials,
methods or systems specified by Cincinnati Financial Corporation.

3.8 WARRANTIES AND COMPLETION

      3.8.1 Messer Construction Co. warrants that all materials and equipment
      furnished under the Construction Phase of this Agreement will be new
      unless otherwise specified, of good quality, in conformance with the
      Contract Documents, and free from defective workmanship and materials.
      Warranties shall commence on the Date of Substantial Completion of the
      Work or of a designated portion. The Messer Construction Co. agrees to
      correct all construction performed under this Agreement which is defective
      in workmanship or materials within a period of one year from the Date of
      Substantial Completion or for such longer periods of time as may be set
      forth with respect to specific warranties required by the Contract
      Documents.

      3.8.2 To the extent products, equipment, systems or materials incorporated
      in the Work are specified and purchased by Cincinnati Financial
      Corporation, they shall be covered exclusively by the warranty of the
      manufacturer. There are no warranties which extend beyond the description
      on the face of any such warranty. To the extent products, equipment,
      systems or materials incorporated in the Work are specified by Cincinnati
      Financial Corporation but purchased by the Messer Construction Co. and are
      inconsistent with selection criteria that otherwise would have been
      followed by the Messer Construction Co., the Messer Construction Co. shall
      assist Cincinnati Financial Corporation in pursuing warranty claims. ALL
      OTHER WARRANTIES EXPRESSED OR IMPLIED INCLUDING THE WARRANTY OF
      MERCHANTABILITY AND THE WARRANTY OF FITNESS FOR A PARTICULAR PURPOSE ARE
      EXPRESSLY DISCLAIMED.

      3.8.3 The Messer Construction Co. shall secure required certificates of
      inspection, testing or approval and deliver them to Cincinnati Financial
      Corporation.

      3.8.4 The Messer Construction Co. shall collect all written warranties and
      equipment manuals and deliver them to Cincinnati Financial Corporation in
      a format directed by Cincinnati Financial Corporation.

      3.8.5 With the assistance of Cincinnati Financial Corporation's
      maintenance personnel, the Messer Construction Co. shall direct the
      checkout of utilities and start up operations, and adjusting and balancing
      of systems and equipment for readiness.

3.9 CONFIDENTIALITY. The Messer Construction Co. shall treat as confidential and
not disclose to third persons, except Subcontractors, Subsubcontractors and Roth
Partnership as is necessary for the performance of the Work, or use for its own
benefit any of Cincinnati Financial Corporation's developments, confidential
information, know-how, discoveries, production methods and the like that may be
disclosed to the Messer Construction Co. or which the Messer Construction Co.
may acquire in connection with the Work. Cincinnati Financial Corporation shall
treat as confidential information all of the Messer Construction Co.'s
estimating systems and historical and parameter cost data that may be disclosed
to Cincinnati Financial Corporation in connection with the performance of this
Agreement.




                                       14

IMPORTANT: This document may contain modifications to the text of the original
AGC standard form. Its author has chosen not to reflect any modifications in the
electronic or printed output. Consultation with legal and insurance counsel and
careful review of the entire document are strongly encouraged.

DocuBuilder(R) - AGC DOCUMENT NO. 410 - STANDARD FORM OF DESIGN-BUILD AGREEMENT
AND GENERAL CONDITIONS BETWEEN OWNER AND DESIGN-BUILDER (Where the Basis of
Payment is the Cost of the Work Plus a Fee with a Guaranteed Maximum Price) (C)
1999, The Associated General Contractors of America. All rights reserved. This
document was produced electronically under the grant of license provided to
subscribers of the AGC DocuBuilder Contract Document Software.


<PAGE>

3.10 ADDITIONAL SERVICES. The Messer Construction Co. shall provide or procure
the following Additional Services upon the request of Cincinnati Financial
Corporation. A written agreement between Cincinnati Financial Corporation and
the Messer Construction Co. shall define the extent of such Additional Services
before they are performed by the Messer Construction Co.. If a GMP has been
established for the Work or any portion of the Work, such Additional Services
shall be considered a Change in the Work, unless they are specifically included
in the statement of the basis of the GMP as set forth in Amendment No. 1.

      .1 Development of Cincinnati Financial Corporation's Program, establishing
      the Project budget, investigating sources of financing, general business
      planning and other information and documentation as may be required to
      establish the feasibility of the Project.

      .2 Consultations, negotiations, and documentation supporting the
      procurement of Project financing.

      .3 Site evaluations and legal descriptions.

      .4 Appraisals of existing equipment, existing properties, new equipment
      and developed properties.

      .5 Soils, subsurface and environmental studies, reports and investigations
      required for submission to governmental authorities or others having
      jurisdiction over the Project.

      .6 Consultations and representations before governmental authorities or
      others having jurisdiction over the Project other than normal assistance
      in securing building permits.

      .7 Investigation or making measured drawings of existing conditions or the
      reasonably required verification of Cincinnati Financial Corporation
      -provided drawings and information.

      .8 Artistic renderings, of the Project or any part of the Project or the
      Work.

      .9 Inventories of existing fixtures, furnishings and equipment which might
      be under consideration for incorporation into the Work.

      .10 Interior design and related services including procurement and
      placement of furnishings, artwork and decorations.

      .11 Making revisions to the Schematic Design, Design Development,
      Construction Documents or documents forming the basis of the GMP after
      they have been approved by Cincinnati Financial Corporation, and which are
      due to causes beyond the control of the Messer Construction Co.. Causes
      within the control of the Messer Construction Co. include but are not
      necessarily limited to, acts or omissions on the part of Subcontractors,
      Material Suppliers, Subsubcontractors or Roth Partnership.

      .12 Design, coordination, management, expediting and other services
      supporting the procurement of materials to be obtained, or work to be
      performed, by Cincinnati Financial Corporation, including but not limited
      to telephone systems, and other specialty systems which are not a part of
      the Work as defined in the GMP document.

      .13 Estimates, proposals, appraisals, consultations, negotiations and
      services in connection with the repair or replacement of an insured loss,
      provided such repair or replacement did not result from the negligence of
      the Messer Construction Co..

      .14 The premium portion of overtime work ordered by Cincinnati Financial
      Corporation, including productivity impact costs, other than that required
      by the Messer Construction Co. to maintain the Schedule of Work.

      .15 Out-of-town travel approved in advance by Cincinnati Financial
      Corporation.




                                       15

IMPORTANT: This document may contain modifications to the text of the original
AGC standard form. Its author has chosen not to reflect any modifications in the
electronic or printed output. Consultation with legal and insurance counsel and
careful review of the entire document are strongly encouraged.

DocuBuilder(R) - AGC DOCUMENT NO. 410 - STANDARD FORM OF DESIGN-BUILD AGREEMENT
AND GENERAL CONDITIONS BETWEEN OWNER AND DESIGN-BUILDER (Where the Basis of
Payment is the Cost of the Work Plus a Fee with a Guaranteed Maximum Price) (C)
1999, The Associated General Contractors of America. All rights reserved. This
document was produced electronically under the grant of license provided to
subscribers of the AGC DocuBuilder Contract Document Software.


<PAGE>

      .16 Obtaining service contractors and training maintenance personnel,
      assisting and consulting in the use of systems and equipment after the
      initial start up.

      .17 Services for tenant or rental spaces not a part of this Agreement.

      .18 Services requested by Cincinnati Financial Corporation or required by
      the Work which are not specified in the Contract Documents and which are
      not normally part of generally accepted design and construction practice.

      .19 Serving or preparing to serve as an expert witness in connection with
      any proceeding, legal or otherwise, regarding the Project.

      .20 Document reproduction exceeding the limits provided for in this
      Agreement.

3.11 DESIGN-BUILDER'S REPRESENTATIVE The Messer Construction Co. shall designate
a person who shall be the Messer Construction Co.'s authorized representative.
The Messer Construction Co.'s Representative is J. Steve Eder.

                                    ARTICLE 4

                            OWNER'S RESPONSIBILITIES

4.1 INFORMATION AND SERVICES PROVIDED BY OWNER

      4.1.1 Cincinnati Financial Corporation shall provide full information in a
      timely manner regarding requirements for the Project, including Cincinnati
      Financial Corporation's Program and other relevant information.

      4.1.2 Cincinnati Financial Corporation shall provide:

            .1 all available information describing the physical characteristics
            of the site, including surveys, site evaluations, legal
            descriptions, existing conditions, subsurface and environmental
            studies, reports and investigations;

            .2 unless otherwise provided in the Contract Documents, necessary
            approvals, site plan review, rezoning, easements and assessments,
            fees and charges required for the construction, use, occupancy or
            renovation of permanent structures, including legal and other
            required services.

      4.1.3 Cincinnati Financial Corporation shall provide reasonable evidence
      satisfactory to the Messer Construction Co., prior to commencing the Work
      and during the progress of the Work, that sufficient funds are available
      and committed for the entire cost of the Project, including a reasonable
      allowance for changes in the Work as may be approved in the course of the
      Work. Unless such reasonable evidence is provided, the Messer Construction
      Co. shall not be required to commence or continue the Work. The Messer
      Construction Co. may stop Work after seven (7) days' written notice to
      Cincinnati Financial Corporation if such evidence is not presented within
      a reasonable time. The failure of the Messer Construction Co. to insist
      upon the providing of this evidence at any one time shall not be a waiver
      of Cincinnati Financial Corporation's obligation to make payments pursuant
      to this Agreement, nor shall it be a waiver of the Messer Construction
      Co.'s right to require that such evidence be provided at a later date.

      4.1.4 The Messer Construction Co. shall be entitled to rely on the
      completeness and accuracy of the information and services required by this
      Paragraph 4.1.




                                       16

IMPORTANT: This document may contain modifications to the text of the original
AGC standard form. Its author has chosen not to reflect any modifications in the
electronic or printed output. Consultation with legal and insurance counsel and
careful review of the entire document are strongly encouraged.

DocuBuilder(R) - AGC DOCUMENT NO. 410 - STANDARD FORM OF DESIGN-BUILD AGREEMENT
AND GENERAL CONDITIONS BETWEEN OWNER AND DESIGN-BUILDER (Where the Basis of
Payment is the Cost of the Work Plus a Fee with a Guaranteed Maximum Price) (C)
1999, The Associated General Contractors of America. All rights reserved. This
document was produced electronically under the grant of license provided to
subscribers of the AGC DocuBuilder Contract Document Software.


<PAGE>

4.2 RESPONSIBILITIES DURING DESIGN PHASE

      4.2.1 Cincinnati Financial Corporation shall provide Cincinnati Financial
      Corporation's Program at the inception of the Design Phase and shall
      review and timely approve in writing schedules, estimates, Preliminary
      Estimate, Schematic Design Documents, Design Development Documents and
      Construction Documents furnished during the Design Phase as set forth in
      Paragraph 3.1, and the GMP Proposal as set forth in Paragraph 3.2.

4.3 RESPONSIBILITIES DURING CONSTRUCTION PHASE

      4.3.1 Cincinnati Financial Corporation shall review and timely approve the
      Schedule of the Work as set forth in Paragraph 3.4.

      4.3.2 If Cincinnati Financial Corporation becomes aware of any error,
      omission or failure to meet the requirements of the Contract Documents or
      any fault or defect in the Work, Cincinnati Financial Corporation shall
      give prompt written notice to the Messer Construction Co.. Nothing
      contained herein shall require Cincinnati Financial Corporation to
      discover any such matter and Cincinnati Financial Corporation's failure to
      discover any such matter shall not limit, excuse or dimish Messer
      Construction Co.'s obligations hereunder in any way whatsoever.

      4.3.3 Cincinnati Financial Corporation shall communicate with the Messer
      Construction Co.'s Subcontractors, Material Suppliers and Roth Partnership
      only through or in the presence of the Messer Construction Co.. unless
      otherwise agreed by Messer Construction Co. and Cincinnati Financial
      Corporation provided Messer shall not allow any Subcontractor, Material
      Supplier or the Roth Partnership to take any action based on
      communications with Cincinnati Financial Corporation unless also
      authorized by Messer Construction Co. Cincinnati Financial Corporation
      shall have no contractual obligations to Subcontractors, Material
      Suppliers, or Roth Partnership.

      4.3.4 Cincinnati Financial Corporation shall provide insurance for the
      Project as provided in Article 11.

4.4 OWNER'S REPRESENTATIVE. Cincinnati Financial Corporation's Representative is
Norm Settle. The Representative:

      .1 shall be fully acquainted with the Project;

      .2 agrees to furnish the information and services required of Cincinnati
      Financial Corporation pursuant to Paragraph 4.1 so as not to delay the
      Messer Construction Co.'s Work; and

      .3 shall have authority to bind Cincinnati Financial Corporation in all
      matters requiring Cincinnati Financial Corporation's approval,
      authorization or written notice. If Cincinnati Financial Corporation
      changes its representative or the representatives authority as listed
      above, Cincinnati Financial Corporation shall notify the Messer
      Construction Co. in writing.

4.5 TAX EXEMPTION. If in accordance with Cincinnati Financial Corporation's
direction the Messer Construction Co. claims an exemption for taxes, Cincinnati
Financial Corporation shall defend, indemnify and hold the Messer Construction
Co. harmless for all liability, penalty, interest, fine, tax assessment,
attorney's fees or other expense or cost incurred by the Messer Construction Co.
as a result of any action taken by the Messer Construction Co. in accordance
with Cincinnati Financial Corporation's direction.

                                    ARTICLE 5

                                  SUBCONTRACTS

Work not performed by the Messer Construction Co. with its own forces shall be
performed by




                                       17

IMPORTANT: This document may contain modifications to the text of the original
AGC standard form. Its author has chosen not to reflect any modifications in the
electronic or printed output. Consultation with legal and insurance counsel and
careful review of the entire document are strongly encouraged.

DocuBuilder(R) - AGC DOCUMENT NO. 410 - STANDARD FORM OF DESIGN-BUILD AGREEMENT
AND GENERAL CONDITIONS BETWEEN OWNER AND DESIGN-BUILDER (Where the Basis of
Payment is the Cost of the Work Plus a Fee with a Guaranteed Maximum Price) (C)
1999, The Associated General Contractors of America. All rights reserved. This
document was produced electronically under the grant of license provided to
subscribers of the AGC DocuBuilder Contract Document Software.


<PAGE>

Subcontractors or Roth Partnership.

5.1 RETAINING SUBCONTRACTORS. The Messer Construction Co. shall not retain any
Subcontractor to whom Cincinnati Financial Corporation has a reasonable and
timely objection, provided that Cincinnati Financial Corporation agrees to
compensate the Messer Construction Co. for any additional costs incurred by the
Messer Construction Co. as a result of such objection. Cincinnati Financial
Corporation may propose Subcontractors to be considered by the Messer
Construction Co.. The Messer Construction Co. shall not be required to retain
any Subcontractor to whom the Messer Construction Co. has a reasonable
objection.

5.2 MANAGEMENT OF SUBCONTRACTORS. The Messer Construction Co. shall be
responsible for the management of the Subcontractors in the performance of their
work.

5.3 ASSIGNMENT OF SUBCONTRACT AGREEMENTS. The Messer Construction Co. shall
provide for assignment of subcontract agreements in the event that Cincinnati
Financial Corporation terminates this Agreement for cause as provided in
Paragraph 12.2. Following such termination, Cincinnati Financial Corporation
shall notify in writing those Subcontractors whose assignments will be accepted,
subject to the rights of sureties.

5.4 BINDING OF SUBCONTRACTORS AND MATERIAL SUPPLIERS. The Messer Construction
Co. agrees to bind every Subcontractor and Material Supplier (and require every
Subcontractor to so bind its Subsubcontractors and Material Suppliers) to all
the provisions of this Agreement and the Contract Documents as they apply to the
Subcontractors and Material Suppliers portions of the Work.

                                    ARTICLE 6

                                      TIME

6.1 DATE OF COMMENCEMENT. The Date of Commencement is the effective date of this
Agreement as first written in Article 1 unless otherwise set forth below:
(Insert here any special provisions concerning Notices to Proceed and the Date
of Commencement.)

      Notice to Proceed issued 8/24/04 based on Design-Builder's submission -
      Addendum A.

      Construction start scheduled for 1/'05.

      The Work shall proceed in general accordance with the Schedule of Work as
      such schedule may be amended from time to time, subject, however, to other
      provisions of this Agreement.

6.2 SUBSTANTIAL/FINAL COMPLETION. Unless the parties agree otherwise, the Date
of Substantial Completion and/or the Date of Final Completion shall be
established in Amendment No. 1 to this Agreement subject to adjustments as
provided for in the Contract Documents. Cincinnati Financial Corporation and the
Messer Construction Co. may agree not to establish such dates, or in the
alternative, to establish one but not the other of the two dates. If such dates
are not established upon the execution of this Agreement, at such time as a GMP
is accepted a Date of Substantial Completion and/or Date of Final Completion of
the Work shall be established in Amendment No. 1. If a GMP is not established
and the parties desire to establish a Date of Substantial Completion and/or Date
of Final Completion, it shall




                                       18

IMPORTANT: This document may contain modifications to the text of the original
AGC standard form. Its author has chosen not to reflect any modifications in the
electronic or printed output. Consultation with legal and insurance counsel and
careful review of the entire document are strongly encouraged.

DocuBuilder(R) - AGC DOCUMENT NO. 410 - STANDARD FORM OF DESIGN-BUILD AGREEMENT
AND GENERAL CONDITIONS BETWEEN OWNER AND DESIGN-BUILDER (Where the Basis of
Payment is the Cost of the Work Plus a Fee with a Guaranteed Maximum Price) (C)
1999, The Associated General Contractors of America. All rights reserved. This
document was produced electronically under the grant of license provided to
subscribers of the AGC DocuBuilder Contract Document Software.


<PAGE>

be set forth in Amendment No. 1.

      6.2.1 Time limits stated in the Contract Documents are of the essence.

      6.2.2 Unless instructed by Cincinnati Financial Corporation in writing,
      the Messer Construction Co. shall not knowingly commence the Work before
      the effective date of insurance that is required to be provided by the
      Messer Construction Co. or Cincinnati Financial Corporation.

6.3 DELAYS IN THE WORK

      6.3.1 If causes beyond the Messer Construction Co.'s control delay the
      progress of the Work, then the GMP, compensation for Design Phase
      Services, the Messer Construction Co.'s Fee and/or the Date of Substantial
      Completion and/or the Date of Final Completion shall be modified by Change
      Order as appropriate. Such causes shall include but not be limited to:
      changes ordered in the Work, acts or omissions of Cincinnati Financial
      Corporation or Others, Cincinnati Financial Corporation preventing the
      Messer Construction Co. from performing the Work pending dispute
      resolution, Hazardous Materials or differing site conditions. Causes
      beyond the control of the Messer Construction Co. do not include acts or
      omissions on the part of the Messer Construction Co., Subcontractors,
      Subsubcontractors, Material Suppliers or Roth Partnership.

      6.3.2 To the extent a delay in the progress of the Work is caused by
      adverse weather conditions not reasonably anticipated, fire, unusual
      transportation delays, general labor disputes impacting the Project but
      not specifically related to the Worksite, governmental agencies, or
      unavoidable accidents or circumstances, the Messer Construction Co. shall
      only be entitled to its actual costs without fee and an extension of the
      Date of Substantial Completion and/or the Date of Final Completion.

      6.3.3 In the event delays to the Project are encountered for any reason,
      the parties agree to undertake reasonable steps to mitigate the effect of
      such delays.

                                    ARTICLE 7

                                  COMPENSATION

7.1 DESIGN PHASE COMPENSATION

      7.1.1 To the extent required by applicable law, the cost of services
      performed directly by Roth Partnership is computed separately and is
      independent from the Messer Construction Co.'s compensation for work or
      services performed directly by the Messer Construction Co.; these costs
      shall be shown as separate items on applications for payment. The payments
      to Roth Partnership shall be as detailed in a separate agreement between
      the Messer Construction Co. and Roth Partnership.

      7.1.2 Cincinnati Financial Corporation shall compensate the Messer
      Construction Co. for services performed during the Design Phase as
      described in Paragraph 3.1, including preparation of a GMP Proposal, if
      applicable, as described in Paragraph 3.2, as follows:

            Compensation to be the same as the Construction Phase compensation

      7.1.3 Compensation for Design Phase Services, as part of the Work, shall
      include the Messer Construction Co.'s Fee as established in Paragraph 7.3,
      paid in proportion to the services performed, subject to adjustment as
      provided in Paragraph 7.4.

      7.1.4 Compensation for Design Phase Services shall be equitably adjusted
      if such services extend beyond 18 months from the date of this Agreement
      for reasons beyond the reasonable control of




                                       19

IMPORTANT: This document may contain modifications to the text of the original
AGC standard form. Its author has chosen not to reflect any modifications in the
electronic or printed output. Consultation with legal and insurance counsel and
careful review of the entire document are strongly encouraged.

DocuBuilder(R) - AGC DOCUMENT NO. 410 - STANDARD FORM OF DESIGN-BUILD AGREEMENT
AND GENERAL CONDITIONS BETWEEN OWNER AND DESIGN-BUILDER (Where the Basis of
Payment is the Cost of the Work Plus a Fee with a Guaranteed Maximum Price) (C)
1999, The Associated General Contractors of America. All rights reserved. This
document was produced electronically under the grant of license provided to
subscribers of the AGC DocuBuilder Contract Document Software.


<PAGE>

      the Messer Construction Co. or as provided in Paragraph 9.1. For changes
      in Design Phase services, compensation shall be adjusted as follows:

            Actual designer changes plus Design Builder hourly rates for
            administration plus 2.75% fee.

      7.1.5 Within (5) five business days after receipt of each monthly
      application for payment, Cincinnati Financial Corporation shall give
      written notice to the Messer Construction Co. of Cincinnati Financial
      Corporation's acceptance or rejection, in whole or in part, of such
      application for payment. Within twenty(20) days after accepting such
      application, Cincinnati Financial Corporation shall pay directly to the
      Messer Construction Co. the appropriate amount for which application for
      payment is made, less amounts previously paid by Cincinnati Financial
      Corporation. If such application is rejected in whole or in part,
      Cincinnati Financial Corporation shall indicate the reasons for its
      rejection. If Cincinnati Financial Corporation and the Messer Construction
      Co. cannot agree on a revised amount then, within twenty (20) days after
      its initial rejection in part of such application, Cincinnati Financial
      Corporation shall pay directly to the Messer Construction Co. the
      appropriate amount for those items not rejected by Cincinnati Financial
      Corporation for which application for payment is made, less amounts
      previously paid by Cincinnati Financial Corporation. Those items rejected
      by Cincinnati Financial Corporation shall be due and payable when the
      reasons for the rejection have been removed.

      7.1.6 If Cincinnati Financial Corporation fails to pay the Messer
      Construction Co. at the time payment of any amount becomes due, then the
      Messer Construction Co. may, at any time thereafter, upon serving written
      notice that the Work will be stopped within seven (7) days after receipt
      of the notice by Cincinnati Financial Corporation, and after such seven
      (7) day period, stop the Work until payment of the amount owing has been
      received.

      7.1.7 Payments due pursuant to Subparagraph 7.1.5, may bear interest from
      the date payment is due at the prime rate prevailing at the location of
      Project.

7.2 CONSTRUCTION PHASE COMPENSATION

      7.2.1 Cincinnati Financial Corporation shall compensate the Messer
      Construction Co. for Work performed following the commencement of the
      Construction Phase on the following basis:

            .1 the Cost of the Work as allowed in Article 8; and

            .2 the Messer Construction Co.'s Fee paid in proportion to the
            services performed subject to adjustment as provided in Paragraph
            7.4.

      7.2.2 The compensation to be paid under this Paragraph 7.2 shall be
      limited to the GMP established in Amendment No. 1, as the GMP may be
      adjusted under Article 9. In the event the Cost of Work plus Messer
      Construction Co.'s Fee shall be less than the GMP as adjusted by change
      orders, the resulting savings of the Cost of Work shall be attributed to
      Cincinnati Financial Corporation. Messer fee compensation will remain
      fixed at 2.75% of the GMP.

      7.2.3 Payment for Construction Phase Services shall be as set forth in
      Article 10. If Design Phase Services continue to be provided after
      construction has commenced, the Messer Construction Co. shall continue to
      be compensated as provided in Paragraph 7.1, or as mutually agreed.

7.3 DESIGN-BUILDER'S FEE. The Messer Construction Co.'s Fee shall be as follows,
subject to adjustment as provided in Paragraph 7.4:

      2.75% of the Cost of the Work, to be converted to a fixed fee in the GMP
      Amendment.

7.4 ADJUSTMENT IN THE DESIGN-BUILDER'S FEE Adjustment in the Messer Construction
Co.'s Fee




                                       20

IMPORTANT: This document may contain modifications to the text of the original
AGC standard form. Its author has chosen not to reflect any modifications in the
electronic or printed output. Consultation with legal and insurance counsel and
careful review of the entire document are strongly encouraged.

DocuBuilder(R) - AGC DOCUMENT NO. 410 - STANDARD FORM OF DESIGN-BUILD AGREEMENT
AND GENERAL CONDITIONS BETWEEN OWNER AND DESIGN-BUILDER (Where the Basis of
Payment is the Cost of the Work Plus a Fee with a Guaranteed Maximum Price) (C)
1999, The Associated General Contractors of America. All rights reserved. This
document was produced electronically under the grant of license provided to
subscribers of the AGC DocuBuilder Contract Document Software.


<PAGE>

shall be made as follows:

      .1 for changes in the Work as provided in Article 9, the Messer
      Construction Co.'s Fee shall be adjusted as follows:

            The Fee shall be increased by 2.75% of any increase in the GMP for
            additive changes in the Work; however, if changes are so extensive
            that the Design-Builder's job site staffing must be increased or
            committed for a longer time than originally proposed and the
            foregoing percentage adjustment does not represent reasonable
            compensation for the additional commitment of management resources,
            then the Design-Builder shall be entitled to a reasonable Fee
            adjustment as reasonably agreed to by Messer Construction Co. and
            Cincinnati Financial Corporation. The fee shall be decreased by
            2.75% of any decrease in the GMP involving a decrease of the
            Design/Builder's staff.

      .2 for delays in the Work not caused by the Messer Construction Co.,
      except as provided in Subparagraph 6.3.2, there will be an equitable
      adjustment in the Messer Construction Co.'s Fee to compensate the Messer
      Construction Co. for increased expenses; and

      .3 if the Messer Construction Co. is placed in charge of managing the
      replacement of an insured or uninsured loss, the Messer Construction Co.
      shall be paid an additional fee in the same proportion that the Messer
      Construction Co.'s Fee bears to the estimated Cost of the Work for the
      replacement.

                                   ARTICLE 8

                                COST OF THE WORK

Cincinnati Financial Corporation agrees to pay the Messer Construction Co. for
the Cost of the Work as defined in this Article. This payment shall be in
addition to the Messer Construction Co.'s Fee stipulated in Paragraph 7.3.

8.1 COST ITEMS FOR DESIGN PHASE SERVICES

      8.1.1 Compensation for Design Phase Services as provided in Paragraph 7.1.

8.2 COST ITEMS FOR CONSTRUCTION PHASE SERVICES

      8.2.1 Wages paid for labor in the direct employ of the Messer Construction
      Co. in the performance of the Work.

      8.2.2 Fixed hourly rates per Addendum B of the Messer Construction Co.'s
      employees when stationed at the field office, in whatever capacity
      employed, employees engaged on the road expediting the production or
      transportation of material and equipment, and employees from the principal
      or branch office performing the functions listed below:

            Estimating

            Safety

            Engineering

            Scheduling

            Operations Managers

            Clerical

            Administration




                                       21

IMPORTANT: This document may contain modifications to the text of the original
AGC standard form. Its author has chosen not to reflect any modifications in the
electronic or printed output. Consultation with legal and insurance counsel and
careful review of the entire document are strongly encouraged.

DocuBuilder(R) - AGC DOCUMENT NO. 410 - STANDARD FORM OF DESIGN-BUILD AGREEMENT
AND GENERAL CONDITIONS BETWEEN OWNER AND DESIGN-BUILDER (Where the Basis of
Payment is the Cost of the Work Plus a Fee with a Guaranteed Maximum Price) (C)
1999, The Associated General Contractors of America. All rights reserved. This
document was produced electronically under the grant of license provided to
subscribers of the AGC DocuBuilder Contract Document Software.


<PAGE>

      8.2.3 Cost of all employee benefits and taxes including but not limited to
      workers compensation, unemployment compensation, Social Security, health,
      welfare, retirement and other fringe benefits as required by law, labor
      agreements, or paid under the Messer Construction Co.'s standard personnel
      policy, insofar as such costs are paid to employees of the Messer
      Construction Co. who are included in the Cost of the Work under
      Subparagraphs 8.2.1.

      51% of base rate through 9/30/05, subject to adjustment each 9/30.

      8.2.4 Reasonable transportation, travel, hotel and moving expenses of the
      Messer Construction Co.'s personnel incurred in connection with the Work.

      8.2.5 Cost of all materials, supplies and equipment incorporated in the
      Work, including costs of inspection and testing if not provided by
      Cincinnati Financial Corporation, transportation, storage and handling.

      8.2.6 Payments made by the Messer Construction Co. to Subcontractors for
      work performed under this Agreement.

      8.2.7 Fees and expenses for design services procured or furnished by the
      Messer Construction Co.

      8.2.8 Cost, including transportation and maintenance of all materials,
      supplies, equipment, temporary facilities and hand tools not owned by the
      workers that are used or consumed in the performance of the Work, less
      salvage value and/or residual value; and cost less salvage value on such
      items used, but not consumed that remain the property of the Messer
      Construction Co..

      8.2.9 Rental charges of all necessary machinery and equipment, exclusive
      of hand tools owned by workers, used at the Worksite, whether rented from
      the Messer Construction Co. or Others, including installation, repair and
      replacement, dismantling, removal, maintenance, transportation and
      delivery costs. Rental from unrelated third parties shall be reimbursed at
      actual cost. Rentals from the Messer Construction Co. or its affiliates,
      subsidiaries or related parties shall be reimbursed at the prevailing
      rates in the locality of the Worksite.

      8.2.10 Cost of the premiums for all insurance and surety bonds which the
      Messer Construction Co. is required to procure or deems necessary, and
      approved by Cincinnati Financial Corporation.

      Insurance, including General Liability $100,000,000 excess liability,
      Contractors Professional Liability, Employers Liability and Pollution
      Liability is charged to the Project at a fixed rate of $4.60 per $1000 of
      total billings to the Owner through 9/30/05, subject to adjustment on each
      9/30 to reflect any increase in Design-Builder's costs.

      8.2.11 Sales, use, gross receipts or other taxes, tariffs or duties
      related to the Work for which the Messer Construction Co. is liable.

      8.2.12 Permits, fees, licenses, tests, royalties, damages for infringement
      of patents and/or copyrights, including costs of defending related suits
      for which the Messer Construction Co. is not responsible as set forth in
      Paragraph 3.7, and deposits lost for causes other than the Messer
      Construction Co.'s negligence.

      8.2.13 Losses, expenses or damages to the extent not compensated by
      insurance or otherwise, and the cost of corrective work and/or redesign
      during the Construction Phase and for a period of




                                       22

IMPORTANT: This document may contain modifications to the text of the original
AGC standard form. Its author has chosen not to reflect any modifications in the
electronic or printed output. Consultation with legal and insurance counsel and
careful review of the entire document are strongly encouraged.

DocuBuilder(R) - AGC DOCUMENT NO. 410 - STANDARD FORM OF DESIGN-BUILD AGREEMENT
AND GENERAL CONDITIONS BETWEEN OWNER AND DESIGN-BUILDER (Where the Basis of
Payment is the Cost of the Work Plus a Fee with a Guaranteed Maximum Price) (C)
1999, The Associated General Contractors of America. All rights reserved. This
document was produced electronically under the grant of license provided to
subscribers of the AGC DocuBuilder Contract Document Software.


<PAGE>

      one year following the Date of Substantial Completion, provided that such
      corrective work and/or redesign did not arise from the negligence of the
      Messer Construction Co..

      8.2.14 All costs associated with establishing, equipping, operating,
      maintaining and demobilizing the field office.

      8.2.15 Reproduction costs, photographs, cost of telegrams, facsimile
      transmissions, long distance telephone calls, data processing services,
      postage, express delivery charges, telephone service at the Worksite and
      reasonable petty cash expenses at the field office.

      8.2.16 All water, power and fuel costs necessary for the Work.

      8.2.17 Cost of removal of all non-hazardous substances, debris and waste
      materials.

      8.2.18 Costs incurred due to an emergency affecting the safety of persons
      and/or property.

      8.2.19 Legal, mediation and arbitration fees and costs, other than those
      arising from disputes between Cincinnati Financial Corporation and the
      Messer Construction Co., reasonably and properly resulting from the Messer
      Construction Co.'s performance of the Work.

      8.2.20 All costs directly incurred in the performance of the Work or in
      connection with the Project, and not included in the Messer Construction
      Co.'s Fee as set forth in Article 7, which are reasonably inferable from
      the Contract Documents as necessary to produce the intended results.

      8.2.21 All Cost of the Work for self-performance of Work by
      Design-Builder's own forces, and for materials and services procured
      directly by Design-Builder rather than through Subcontractors, are subject
      to a 3% carrying charge. However, this does not apply to fixed hourly
      rates under Paragraph 8.2.2.

8.3 DISCOUNTS. All discounts for prompt payment shall accrue to Cincinnati
Financial Corporation to the extent such payments are made directly by
Cincinnati Financial Corporation. To the extent payments are made with funds of
the Messer Construction Co., all cash discounts shall accrue to the Messer
Construction Co.. All trade discounts, rebates and refunds, and all returns from
sale of surplus materials and equipment, shall be credited to the Cost of the
Work.

                                    ARTICLE 9

                              CHANGES IN THE WORK

Changes in the Work which are within the general scope of this Agreement may be
accomplished, without invalidating this Agreement, by Change Order, Work Change
Directive, or a minor change in the work, subject to the limitations stated in
the Contract Documents.

9.1 CHANGE ORDER

      9.1.1 The Messer Construction Co. may request and/or Cincinnati Financial
      Corporation, without invalidating this Agreement, may by writing order
      changes in the Work within the general scope of the Contract Documents
      consisting of additions, deletions or other revisions to the GMP or the
      estimated cost of the work, compensation for Design Phase Services, the
      Messer Construction Co.'s Fee and/or the Date of Substantial Completion
      and/or the Date of Final Completion being adjusted accordingly. All such
      changes in the Work shall be authorized by applicable written Change
      Order, and shall be performed under the applicable conditions of the
      Contract Documents.

      9.1.2 Each adjustment in the GMP and/or estimated Cost of the Work
      resulting from a Change Order shall clearly separate the amount
      attributable to compensation for Design Phase Services,




                                       23

IMPORTANT: This document may contain modifications to the text of the original
AGC standard form. Its author has chosen not to reflect any modifications in the
electronic or printed output. Consultation with legal and insurance counsel and
careful review of the entire document are strongly encouraged.

DocuBuilder(R) - AGC DOCUMENT NO. 410 - STANDARD FORM OF DESIGN-BUILD AGREEMENT
AND GENERAL CONDITIONS BETWEEN OWNER AND DESIGN-BUILDER (Where the Basis of
Payment is the Cost of the Work Plus a Fee with a Guaranteed Maximum Price) (C)
1999, The Associated General Contractors of America. All rights reserved. This
document was produced electronically under the grant of license provided to
subscribers of the AGC DocuBuilder Contract Document Software.


<PAGE>

      other Cost of the Work and the Messer Construction Co.'s Fee, with the
      Messer Construction Co.'s Fee not to exceed the amount stated in Paragraph
      7.4.

      9.1.3 Cincinnati Financial Corporation and the Messer Construction Co.
      shall negotiate in good faith an appropriate adjustment to the GMP or the
      estimated Cost of the Work, compensation for Design Phase Services, the
      Messer Construction Co.'s Fee and/or the Date of Substantial Completion
      and/or the Date of Final Completion and shall conclude these negotiations
      as expeditiously as possible. Acceptance of the Change Order and any
      adjustment in the GMP, the estimated Cost of the Work, compensation for
      Design Phase Services, the Messer Construction Co.'s Fee and/or the Date
      of Substantial Completion and/or the Date of Final Completion shall not be
      unreasonably withheld.

9.2 WORK CHANGE DIRECTIVES

      9.2.1 Cincinnati Financial Corporation may issue a written Work Change
      Directive directing a change in the Work prior to reaching agreement with
      the Messer Construction Co. on the adjustment, if any, in the GMP,
      estimated Cost of the Work, the Messer Construction Co.'s Fee, the Date of
      Substantial Completion and/or the Date of Final Completion, and if
      appropriate, the compensation for Design Phase Services.

      9.2.2 Cincinnati Financial Corporation and the Messer Construction Co.
      shall negotiate expeditiously and in good faith for appropriate
      adjustments, as applicable, to the GMP, estimated Cost of the Work, the
      Messer Construction Co.'s Fee, the Date of Substantial Completion and/or
      the Date of Final Completion, and if appropriate the compensation for
      Design Phase Services, arising out of Work Change Directives. As the
      changed work is completed, the Design Builder shall submit its costs for
      such work with its application for payment beginning with the next
      application for payment within thirty (30) days of the issuance of the
      Work Change Directive. Pending final determination of cost to Cincinnati
      Financial Corporation, amounts not in dispute may be included in
      applications for payment and shall be paid by Cincinnati Financial
      Corporation.

      9.2.3 If Cincinnati Financial Corporation and the Messer Construction Co.
      agree upon the adjustments in the GMP, estimated Cost of the Work, the
      Messer Construction Co.'s Fee, the Date of Substantial Completion and/or
      the Date of Final Completion, and if appropriate the compensation for
      Design Phase Services, for a change in the Work directed by a Work Change
      Directive, such agreement shall be the subject of an appropriate Change
      Order. The Change Order shall include all outstanding Change Directives
      issued since the last Change Order.

9.3 MINOR CHANGES IN THE WORK

      9.3.1 The Messer Construction Co. may make minor changes in the design and
      construction of the Project consistent with the intent of the Contract
      Documents which do not involve an adjustment in the GMP, estimated Cost of
      the Work, the Messer Construction Co.'s Fee, the Date of Substantial
      Completion and/or the Date of Final Completion, and do not materially and
      adversely affect the design of the Project, the quality of any of the
      materials or equipment specified in the Contract Documents, the
      performance of any materials, equipment or systems specified in the
      Contract Documents, or the quality of workmanship required by the Contract
      Documents. Finish items that are specified in the Contract Documents shall
      not be changed by Messer Construction Co. without first obtaining an
      executed Change Order from Cincinnati Financial Corporation.

      9.3.2 The Messer Construction Co. shall promptly inform Cincinnati
      Financial Corporation in writing of any such changes and shall record such
      changes on the Design-Build Documents maintained by the Messer
      Construction Co..




                                       24

IMPORTANT: This document may contain modifications to the text of the original
AGC standard form. Its author has chosen not to reflect any modifications in the
electronic or printed output. Consultation with legal and insurance counsel and
careful review of the entire document are strongly encouraged.

DocuBuilder(R) - AGC DOCUMENT NO. 410 - STANDARD FORM OF DESIGN-BUILD AGREEMENT
AND GENERAL CONDITIONS BETWEEN OWNER AND DESIGN-BUILDER (Where the Basis of
Payment is the Cost of the Work Plus a Fee with a Guaranteed Maximum Price) (C)
1999, The Associated General Contractors of America. All rights reserved. This
document was produced electronically under the grant of license provided to
subscribers of the AGC DocuBuilder Contract Document Software.


<PAGE>

9.4 UNKNOWN CONDITIONS. If in the performance of the Work the Messer
Construction Co. finds latent, concealed or subsurface physical conditions which
materially differ from the conditions the Messer Construction Co. reasonably
anticipated, or if physical conditions are materially different from those
normally encountered and generally recognized as inherent in the kind of work
provided for in this Agreement, then the GMP, estimated Cost of the Work, the
Messer Construction Co.'s Fee, the Date of Substantial Completion and/or the
Date of Final Completion, and if appropriate the compensation for Design Phase
Services, shall be equitably adjusted by Change Order within a reasonable time
after the conditions are first observed. The Messer Construction Co. shall
provide Cincinnati Financial Corporation with written notice within the time
period set forth in Paragraph 9.6.

9.5 DETERMINATION OF COST

      9.5.1 An increase or decrease in the GMP and/or estimated Cost of the Work
      resulting from a change in the Work shall be determined by one or more of
      the following methods:

            .1 unit prices set forth in this Agreement or as subsequently
            agreed;

            .2 a mutually accepted, itemized lump sum;

            .3 costs determined as defined in Paragraph 7.2 and Article 8 and a
            mutually acceptable Messer Construction Co.'s Fee as determined in
            Subparagraph 7.4.1; or

            .4 if an increase or decrease cannot be agreed to as set forth in
            Clauses 9.5.1.1 through 9.5.1.3 above, and Cincinnati Financial
            Corporation issues a Work Change Directive, the cost of the change
            in the Work shall be determined by the reasonable expense and
            savings of the performance of the Work resulting from the change. If
            there is a net increase in the GMP, the Messer Construction Co.'s
            Fee shall be adjusted as set forth in Subparagraph 7.4.1. In case of
            a net decrease in the GMP, the Messer Construction Co.'s Fee shall
            not be adjusted unless ten percent (10%) or more of the Project is
            deleted. The Messer Construction Co. shall maintain a documented,
            itemized accounting evidencing the expenses and savings.

      9.5.2 If unit prices are indicated in the Contract Documents or are
      subsequently agreed to by the parties, but the character or quantity of
      such unit items as originally contemplated is so different in a proposed
      Change Order that the original unit prices will cause substantial inequity
      to Cincinnati Financial Corporation or the Messer Construction Co., such
      unit prices shall be equitably adjusted.

      9.5.3 If Cincinnati Financial Corporation and the Messer Construction Co.
      disagree as to whether work required by Cincinnati Financial Corporation
      is within the scope of the Work, the Messer Construction Co. shall furnish
      Cincinnati Financial Corporation with an estimate of the costs to perform
      the disputed work in accordance with Cincinnati Financial Corporation's
      interpretations. If Cincinnati Financial Corporation issues a written
      order for the Messer Construction Co. to proceed, the Messer Construction
      Co. shall perform the disputed work and Cincinnati Financial Corporation
      shall pay the Messer Construction Co. fifty percent (50%) of its estimated
      cost to perform the work. In such event, both parties reserve their rights
      as to whether the work was within the scope of the Work. Cincinnati
      Financial Corporation's payment does not prejudice its right to be
      reimbursed should it be determined that the disputed work was within the
      scope of Work. The Messer Construction Co.'s receipt of payment for the
      disputed work does not prejudice its right to receive full payment for the
      disputed work should it be determined that the disputed work is not within
      the scope of the Work.

9.6 CLAIMS FOR ADDITIONAL COST OR TIME. For any claim for an increase in the
GMP, estimated Cost of the Work, the Messer Construction Co.'s Fee and the Date
of Substantial Completion and/or the Date of Final Completion, and if
appropriate the compensation for Design Phase Services, the Messer




                                       25

IMPORTANT: This document may contain modifications to the text of the original
AGC standard form. Its author has chosen not to reflect any modifications in the
electronic or printed output. Consultation with legal and insurance counsel and
careful review of the entire document are strongly encouraged.

DocuBuilder(R) - AGC DOCUMENT NO. 410 - STANDARD FORM OF DESIGN-BUILD AGREEMENT
AND GENERAL CONDITIONS BETWEEN OWNER AND DESIGN-BUILDER (Where the Basis of
Payment is the Cost of the Work Plus a Fee with a Guaranteed Maximum Price) (C)
1999, The Associated General Contractors of America. All rights reserved. This
document was produced electronically under the grant of license provided to
subscribers of the AGC DocuBuilder Contract Document Software.


<PAGE>

 Construction Co. shall give Cincinnati Financial Corporation written notice of
 the claim within twenty-one (21) days after the occurrence giving rise to the
 claim or within twenty-one (21) days after the Messer Construction Co. first
 recognizes the condition giving rise to the claim, whichever is later. Except
 in an emergency, notice shall be given before proceeding with the Work. Claims
 for design and estimating costs incurred in connection with possible changes
 requested by Cincinnati Financial Corporation, but which do not proceed, shall
 be made within twenty-one (21) days after the decision is made not to proceed.
 Any change in the GMP, estimated Cost of the Work, the Messer Construction
 Co.'s Fee, the Date of Substantial Completion and/or the Date of Final
 Completion, and if appropriate the compensation for Design Phase Services,
 resulting from such claim shall be authorized by Change Order.

9.7 EMERGENCIES. In any emergency affecting the safety of persons and/or
property, the Messer Construction Co. shall act, at its discretion, to prevent
threatened damage, injury or loss. Any change in the GMP, estimated Cost of the
Work, the Messer Construction Co.'s Fee, the Date of Substantial Completion
and/or the Date of Final Completion, and if appropriate the compensation for
Design Phase Services, on account of emergency work shall be determined as
provided in this Article.

9.8 CHANGES IN LAW. In the event any changes in laws or regulations affecting
the performance of the Work are enacted after either the date of this Agreement
or the date a GMP Proposal is accepted by Cincinnati Financial Corporation and
set forth in Amendment No. 1 to this Agreement, whichever occurs later, the GMP,
estimated Cost of the Work, the Messer Construction Co.'s Fee, the Date of
Substantial Completion and/or the Date of Final Completion, and if appropriate
the compensation for Design Phase Services, shall be equitably adjusted by
Change Order.

                                   ARTICLE 10

                     PAYMENT FOR CONSTRUCTION PHASE SERVICES

10.1 PROGRESS PAYMENTS

      10.1.1 On the 5th day of each month after the Construction Phase has
      commenced, the Messer Construction Co. shall submit to Cincinnati
      Financial Corporation an application for payment consisting of the Cost of
      the Work performed up to the end of the preceding month, including the
      cost of material suitably stored on the Worksite or at other locations
      approved by Cincinnati Financial Corporation, along with a proportionate
      share of the Messer Construction Co.'s Fee. Approval of payment
      applications for such stored materials shall be conditioned upon
      submission by the Messer Construction Co. of bills of sale and applicable
      insurance or such other procedures satisfactory to Cincinnati Financial
      Corporation to establish Cincinnati Financial Corporation's title to such
      materials, or otherwise to protect Cincinnati Financial Corporation's
      interest, including transportation to the site. Prior to submission of the
      next application for payment, the Messer Construction Co. shall furnish to
      Cincinnati Financial Corporation a statement accounting for the
      disbursement of funds received under the previous application. The extent
      of such statement shall be as agreed upon between Cincinnati Financial
      Corporation and the Messer Construction Co.

      Each Application for Payment shall include without limitation, an
      affidavit of Messer Construction Co. listing all major Subcontractors and
      Material Suppliers having contracts with Messer Construction Co. who
      provided labor, supplies, equipment and/or materials for the Project
      during the applicable pay period. "Major" means that the Subcontractor or
      Material Supplier is entitled to bill at least $25,000 for the applicable
      pay period.

      Cincinnati Financial Corporation shall be responsible for preparing and
      recording a Notice of Commencement as defined in Chapter 1311 of the Ohio
      Revised Code. Messer Construction Co. shall be responsible for
      continuously, throughout the entire term of construction, maintaining and




                                       26

IMPORTANT: This document may contain modifications to the text of the original
AGC standard form. Its author has chosen not to reflect any modifications in the
electronic or printed output. Consultation with legal and insurance counsel and
careful review of the entire document are strongly encouraged.

DocuBuilder(R) - AGC DOCUMENT NO. 410 - STANDARD FORM OF DESIGN-BUILD AGREEMENT
AND GENERAL CONDITIONS BETWEEN OWNER AND DESIGN-BUILDER (Where the Basis of
Payment is the Cost of the Work Plus a Fee with a Guaranteed Maximum Price) (C)
1999, The Associated General Contractors of America. All rights reserved. This
document was produced electronically under the grant of license provided to
subscribers of the AGC DocuBuilder Contract Document Software.


<PAGE>

      posting at the job site, in a conspicuous place, a copy of the Notice of
      Commencement. Messer Construction Co. shall deliver to Cincinnati
      Financial Corporation (Or Messer Construction Co.'s designee or the title
      insurance company for Cincinnati Financial Corporation or Cincinnati
      Financial Corporation's Construction Lender, if so designated in a written
      notice to Messer Construction Co.) copies of any Notice of Furnishing as
      that term is defined in Chapter 1311 of the Ohio Revised Code within ten
      (10) days of receipt by Messer Construction Co..

      Upon request, Messer Construction Co. shall provide Cincinnati Financial
      Corporation with evidence reasonably satisfactory to it that all payrolls,
      materials, bills and other indebtedness of Messer Construction Co. to any
      major Subcontractor or material supplier relating to the Work have been
      paid or otherwise satisfied within thirty (30) days after receipt of the
      corresponding payment from Cincinnati Financial Corporation. If any notice
      of lien is filed against the project by any person or entity working under
      Messer Construction Co. and such lien does not result from Cincinnati
      Financial Corporation failing to make payment when due, and if Messer
      Construction Co. is unable to resolve such lien by negotiation within
      thirty (30) days after it is filed, then Messer Construction Co. shall
      promptly have such lien discharged of record with the County Recorder's
      Office by payment or bonding. As long as the payment and performance bonds
      required by the Construction Contract are in force, Cincinnati Financial
      Corporation shall not be permitted to withhold from any progress payment
      otherwise due to Messer Construction Co. any amount based on the existence
      of any such liens (or claims which may result in liens) unless Cincinnati
      Financial Corporation reasonably determines that the magnitude of such
      liens or claims, together with any other failure of performance by Messer
      Construction Co., is such that Cincinnati Financial Corporation is not
      reasonably protected by such bonds. Notwithstanding anything therein to
      the contrary, such withholding, made in accordance with this provision,
      shall not be grounds for Messer Construction Co. to stop the Work or to
      terminate the Contract, but such withholding shall be reduced or
      eliminated as soon as Messer Construction Co. removes the grounds
      therefor.

      The submission of an Application for Payment to the Cincinnati Financial
      Corporation will constitute a representation by the Messer Construction
      Co. to Cincinnati Financial Corporation that the Work has progressed to
      the point indicated; that to, to the best of its knowledge, information
      and belief, the quality of the Work is in accordance with the Contract
      Documents except as otherwise disclosed in writing, and that Messer
      Construction Co. is entitled to payment in the amount certified.

      10.1.2 Within five (5) business days after receipt of each monthly
      application for payment, Cincinnati Financial Corporation shall give
      written notice to the Messer Construction Co. of Cincinnati Financial
      Corporation's acceptance or rejection, in whole or in part, of such
      application for payment. Not later than 20 days after giving such notice,
      Cincinnati Financial Corporation shall pay directly to the Messer
      Construction Co. the appropriate amount for which application for payment
      is made, less amounts previously paid by Cincinnati Financial Corporation.
      If such application is rejected in whole or in part, Cincinnati Financial
      Corporation shall indicate the reasons for its rejection. If Cincinnati
      Financial Corporation and the Messer Construction Co. cannot agree on a
      revised amount then, within twenty (20) days after its initial rejection
      in part of such application, Cincinnati Financial Corporation shall pay
      directly to the Messer Construction Co. the appropriate amount for those
      items not rejected by Cincinnati Financial Corporation for which
      application for payment is made, less amounts previously paid by
      Cincinnati Financial Corporation. Those items rejected by Cincinnati
      Financial Corporation shall be due and payable when the reasons for the
      rejection have been removed.

      10.1.3 If Cincinnati Financial Corporation fails to pay the Messer
      Construction Co. at the time




                                       27

IMPORTANT: This document may contain modifications to the text of the original
AGC standard form. Its author has chosen not to reflect any modifications in the
electronic or printed output. Consultation with legal and insurance counsel and
careful review of the entire document are strongly encouraged.

DocuBuilder(R) - AGC DOCUMENT NO. 410 - STANDARD FORM OF DESIGN-BUILD AGREEMENT
AND GENERAL CONDITIONS BETWEEN OWNER AND DESIGN-BUILDER (Where the Basis of
Payment is the Cost of the Work Plus a Fee with a Guaranteed Maximum Price) (C)
1999, The Associated General Contractors of America. All rights reserved. This
document was produced electronically under the grant of license provided to
subscribers of the AGC DocuBuilder Contract Document Software.


<PAGE>

      payment of any amount becomes due, then the Messer Construction Co. may,
      at any time thereafter, upon serving written notice that the Work will be
      stopped within seven (7) days after receipt of the notice by Cincinnati
      Financial Corporation, and after such seven day period, stop the Work
      until payment of the amount owing has been received.

      10.1.4 Payments due but unpaid pursuant to Subparagraph 10.1.2, less any
      amount retained pursuant to Paragraphs 10.2 and 10.3 may bear interest
      from the date payment is due at the prime rate prevailing at the place of
      the Project or the rate Owner is paying on its construction loan,
      whichever is higher.

      10.1.5 The Messer Construction Co. warrants and guarantees that title to
      all Work, materials and equipment covered by an application for payment,
      whether incorporated in the Project or not, will pass to Cincinnati
      Financial Corporation upon receipt of such payment by the Messer
      Construction Co., free and clear of all liens, claims, security interests
      or encumbrances, hereinafter referred to as liens, except for unpaid
      retainage.

      10.1.6 Cincinnati Financial Corporation's progress payment, occupancy or
      use of the Project, whether in whole or in part, shall not be deemed an
      acceptance of any Work not conforming to the requirements of the Contract
      Documents.

      10.1.7 Upon Substantial Completion of the Work, Cincinnati Financial
      Corporation shall pay the Messer Construction Co. the unpaid balance of
      the Cost of the Work, compensation for Design Phase Services and the
      Messer Construction Co.'s Fee, less one-hundred-fifty percent (150%) of
      the cost of completing any unfinished items as agreed to between
      Cincinnati Financial Corporation and the Messer Construction Co. as to
      extent and time for completion. Cincinnati Financial Corporation
      thereafter shall pay the Messer Construction Co. monthly the amount
      retained for unfinished items as each item is completed.

10.2 RETAINAGE. From each progress payment made prior to the time Substantial
Completion of the Work has been reached, Cincinnati Financial Corporation shall
retain five percent (5%), if required, of the amount otherwise due for
subcontractor cost only after deduction of any amounts as provided in Paragraph
10.3 of this Agreement. If Cincinnati Financial Corporation chooses to use this
retainage provision:

      .1 at the time the Work is fifty percent (50%) complete and thereafter,
      Cincinnati Financial Corporation may choose to withhold no more retainage
      and pay the Messer Construction Co. the full amount of what is due on
      account of subsequent progress payments;

      .2 once each early finishing trade Subcontractor has completed its work
      and that work has been accepted by Cincinnati Financial Corporation,
      Cincinnati Financial Corporation may release final retention on such work;

      .3 in lieu of retainage, the Messer Construction Co. may furnish
      securities, acceptable to Cincinnati Financial Corporation, to be held by
      Cincinnati Financial Corporation. The interest on such securities shall
      accrue to the Messer Construction Co.;

      .4 Cincinnati Financial Corporation may, in its sole discretion, reduce
      the amount to be retained at any time.

10.3 ADJUSTMENT OF DESIGN-BUILDER'S APPLICATION FOR PAYMENT Cincinnati Financial
Corporation may adjust or reject an application for payment or nullify a
previously approved Messer Construction Co. application for payment, in whole or
in part, as may reasonably be necessary to protect Cincinnati Financial
Corporation from loss or damage based upon the following, to the extent that the
Messer Construction Co. is responsible under this Agreement:




                                       28

IMPORTANT: This document may contain modifications to the text of the original
AGC standard form. Its author has chosen not to reflect any modifications in the
electronic or printed output. Consultation with legal and insurance counsel and
careful review of the entire document are strongly encouraged.

DocuBuilder(R) - AGC DOCUMENT NO. 410 - STANDARD FORM OF DESIGN-BUILD AGREEMENT
AND GENERAL CONDITIONS BETWEEN OWNER AND DESIGN-BUILDER (Where the Basis of
Payment is the Cost of the Work Plus a Fee with a Guaranteed Maximum Price) (C)
1999, The Associated General Contractors of America. All rights reserved. This
document was produced electronically under the grant of license provided to
subscribers of the AGC DocuBuilder Contract Document Software.


<PAGE>

      .1 the Messer Construction Co.'s repeated failure to perform the Work as
      required by the Contract Documents;

      .2 loss or damage arising out of or relating to this Agreement and caused
      by the Messer Construction Co. to Cincinnati Financial Corporation or
      Others to whom Cincinnati Financial Corporation may be liable;

      .3 the Messer Construction Co.'s failure to properly pay Roth Partnership,
      Subcontractors or Material Suppliers for labor, materials, equipment or
      supplies furnished in connection with the Work, provided that Cincinnati
      Financial Corporation is making payments to the Messer Construction Co. in
      accordance with the terms of this Agreement;

      .4 Defective Work not corrected in a timely fashion;

      .5 reasonable evidence of delay in performance of the Work such that the
      Work will not be completed by the Date of Substantial Completion and/or
      the Date of Final Completion, and that the unpaid balance of the GMP is
      not sufficient to offset any direct damages that may be sustained by
      Cincinnati Financial Corporation as a result of the anticipated delay
      caused by the Messer Construction Co.; and

      .6 reasonable evidence demonstrating that the unpaid balance of the GMP is
      insufficient to fund the cost to complete the Work.

      Cincinnati Financial Corporation shall give written notice to the Messer
      Construction Co. at the time of disapproving or nullifying all or part of
      an application for payment of the specific reasons. When the above reasons
      for disapproving or nullifying an application for payment are removed,
      payment will be made for the amount previously withheld.

10.4  OWNER OCCUPANCY OR USE OF COMPLETED OR PARTIALLY COMPLETED WORK

      10.4.1 Portions of the Work that are completed or partially completed may
      be used or occupied by Cincinnati Financial Corporation when (a) the
      portion of the Work is designated in a Certificate of Substantial
      Completion, (b) appropriate insurer(s) and/or sureties consent to the
      occupancy or use, and (c) appropriate public authorities authorize the
      occupancy or use. Such partial occupancy or use shall constitute
      Substantial Completion of that portion of the Work. The Messer
      Construction Co. shall not unreasonably withhold consent to partial
      occupancy or use. Cincinnati Financial Corporation shall not unreasonably
      refuse to accept partial occupancy or use, provided such partial occupancy
      or use is of value to Cincinnati Financial Corporation.

10.5  FINAL PAYMENT

      10.5.1 Final Payment, consisting of the unpaid balance of the Cost of the
      Work, compensation for Design Phase Services and the Messer Construction
      Co.'s Fee, shall be due and payable when the work is fully completed.
      Before issuance of final payment, Cincinnati Financial Corporation may
      request satisfactory evidence that all payrolls, material bills and other
      indebtedness connected with the Work have been paid or otherwise
      satisfied.

      10.5.2 In making final payment Cincinnati Financial Corporation waives all
      claims except for:

            .1 outstanding liens;

            .2 improper workmanship or defective materials appearing within one
            year after the Date of Substantial Completion;

            .3 work not in conformance with the Contract Documents; and




                                       29

IMPORTANT: This document may contain modifications to the text of the original
AGC standard form. Its author has chosen not to reflect any modifications in the
electronic or printed output. Consultation with legal and insurance counsel and
careful review of the entire document are strongly encouraged.

DocuBuilder(R) - AGC DOCUMENT NO. 410 - STANDARD FORM OF DESIGN-BUILD AGREEMENT
AND GENERAL CONDITIONS BETWEEN OWNER AND DESIGN-BUILDER (Where the Basis of
Payment is the Cost of the Work Plus a Fee with a Guaranteed Maximum Price) (C)
1999, The Associated General Contractors of America. All rights reserved. This
document was produced electronically under the grant of license provided to
subscribers of the AGC DocuBuilder Contract Document Software.


<PAGE>

            .4 terms of any special warranties required by the Contract
            Documents.

            .5 any claims previously made in writing which are specifically
            listed in writing again at the time of final payment and which
            remain unsettled; and

            .6 those claims, potential claims or rights of Cincinnati Financial
            Corporation set forth in Article 11 or elsewhere in this Agreement
            which are specifically listed in writing at the time of final
            payment.

      10.5.3 In accepting final payment, the Messer Construction Co. waives all
      claims except those previously made in writing and which remain unsettled.

      10.5.4 At the time of Final Payment, Messer Construction Co. shall provide
      Cincinnati Financial Corporation with, within the GMP, one full set of
      record drawings, consisting of the approved construction drawings for the
      Project, with modifications to show all significant changes made during
      construction and the locations of all concealed facilities which are
      customarily shown on such drawings.

                                   ARTICLE 11

             INDEMNITY, INSURANCE, BONDS, AND WAIVER OF SUBROGATION

11.1 INDEMNITY

      11.1.1 To the fullest extent permitted by law, the Messer Construction Co.
      shall defend, indemnify and hold harmless Cincinnati Financial
      Corporation, Cincinnati Financial Corporation's officers, directors,
      members, consultants, agents and employees from all claims for bodily
      injury and property damage (other than to the Work itself and other
      property required to be insured under Paragraph 11.5 owned by or in the
      custody of Cincinnati Financial Corporation), that may arise from the
      performance of the Work, to the extent of the negligence attributed to
      such acts or omissions by the Messer Construction Co., Roth Partnership,
      Subcontractors or anyone employed directly or indirectly by any of them or
      by anyone for whose acts any of them may be liable. The Messer
      Construction Co. shall not be required to defend, indemnify or hold
      harmless Cincinnati Financial Corporation, Cincinnati Financial
      Corporation's officers, directors, members, consultants, agents and
      employees for any acts, omissions or negligence of Cincinnati Financial
      Corporation, Cincinnati Financial Corporation's officers, directors,
      members, consultants, employees, agents or separate contractors.

      11.1.2 Cincinnati Financial Corporation shall cause any other contractor
      who fits the definition of "Others" agree to indemnify Messer Construction
      Co., its subcontractors, or any one employed directly or indirectly by any
      of them or anyone for whose acts any of them may be liable and hold them
      harmless from all claims for bodily injury and property damage, other than
      property insured under Section 11.5, that may arise from that person or
      entities acts or omissions.

11.2 DESIGN-BUILDER'S LIABILITY INSURANCE

      11.2.1 The Messer Construction Co. shall obtain and maintain insurance
      coverage for the following claims which may arise out of the performance
      of this Agreement, whether resulting from the Messer Construction Co.'s
      operations or from the operations of any Subcontractor, anyone in the
      employ of any of them, or by an individual or entity for whose acts they
      may be liable:

            .1 workers compensation, disability and other employee benefit
            claims under acts applicable to the Work;

            .2 under applicable employers liability law, bodily injury,
            occupational sickness, disease or




                                       30

IMPORTANT: This document may contain modifications to the text of the original
AGC standard form. Its author has chosen not to reflect any modifications in the
electronic or printed output. Consultation with legal and insurance counsel and
careful review of the entire document are strongly encouraged.

DocuBuilder(R) - AGC DOCUMENT NO. 410 - STANDARD FORM OF DESIGN-BUILD AGREEMENT
AND GENERAL CONDITIONS BETWEEN OWNER AND DESIGN-BUILDER (Where the Basis of
Payment is the Cost of the Work Plus a Fee with a Guaranteed Maximum Price) (C)
1999, The Associated General Contractors of America. All rights reserved. This
document was produced electronically under the grant of license provided to
subscribers of the AGC DocuBuilder Contract Document Software.


<PAGE>

            death claims of the Messer Construction Co.'s employees;

            .3 bodily injury, sickness, disease or death claims for damages to
            persons not employed by the Messer Construction Co.;

            .4 personal injury liability claims for damages directly or
            indirectly related to the person's employment by the Messer
            Construction Co. or for damages to any other person;

            .5 claims for physical injury to tangible property, including all
            resulting loss of use of that property, and to property other than
            the Work itself and property insured under Paragraph 11.5;

            .6 bodily injury, death or property damage claims resulting from
            motor vehicle liability in the use, maintenance or ownership of any
            motor vehicle; and

            .7 contractual liability claims involving the Messer Construction
            Co.'s obligations under Subparagraph 11.1.1.

      11.2.2 The Messer Construction Co.'s Commercial General and Automobile
      Liability Insurance as required by Subparagraph 11.2.1 shall be written
      for not less than the following limits of liability:

            .1 Commercial General Liability Insurance

                  a. Each Occurrence Limit $50,000,000

                  b. General Aggregate $50,000,000

                  c. Products/Completed Operations Aggregate $50,000,000

                  d. Personal and Advertising Injury Limit $50,000,000

            .2 Comprehensive Automobile Liability Insurance

                  a. Combined Single Limit Bodily Injury and Property Damage

                        $10,000,000 Each Occurrence

                  b. Bodily Injury

                        $N/A Each Person

                        $N/A Each Occurrence

                  c. Property Damage

                        $N/A Each Occurrence

            .3 Pollution Liability $10,000,000

      11.2.3 Commercial General Liability Insurance may be arranged under a
      single policy for the full limits required or by a combination of
      underlying policies and an Excess or Umbrella Liability policy.

      11.2.4 The policies shall contain a provision that coverage will not be
      canceled or not renewed until at least thirty (30) days prior written
      notice has been given to Cincinnati Financial Corporation. Certificates of
      insurance showing required coverage to be in force shall be filed with
      Cincinnati Financial Corporation prior to commencement of the Work.

      11.2.5 Products and Completed Operations insurance shall be maintained for
      a minimum period of




                                       31

IMPORTANT: This document may contain modifications to the text of the original
AGC standard form. Its author has chosen not to reflect any modifications in the
electronic or printed output. Consultation with legal and insurance counsel and
careful review of the entire document are strongly encouraged.

DocuBuilder(R) - AGC DOCUMENT NO. 410 - STANDARD FORM OF DESIGN-BUILD AGREEMENT
AND GENERAL CONDITIONS BETWEEN OWNER AND DESIGN-BUILDER (Where the Basis of
Payment is the Cost of the Work Plus a Fee with a Guaranteed Maximum Price) (C)
1999, The Associated General Contractors of America. All rights reserved. This
document was produced electronically under the grant of license provided to
subscribers of the AGC DocuBuilder Contract Document Software.


<PAGE>

      at least two year(s) after either Substantial Completion or final payment.

11.3 PROFESSIONAL LIABILITY INSURANCE. Messer Construction Co. shall obtain,
either itself or through Roth Partnership, professional liability insurance for
claims arising from the negligent performance of professional services under
this Agreement, which must be upon terms acceptable to Cincinnati Financial
Corporation and as follows:

      Project Specific Professional Liability Insurance

written for not less than $5,000,000 per claim and in the aggregate with a
deductible not to exceed $100,000. The Professional Liability Insurance shall
include prior acts coverage sufficient to cover all services rendered by Roth
Partnership and consultants. This coverage shall be continued in effect for five
year(s) after the Date of Substantial Completion.

The first $25,000 of the deductible is the responsibility of Messer Construction
Co. if negligence of Messer Construction Co., Roth Partnership or any of their
design consultants is established; all remaining deductible is to be paid by
Cincinnati Financial Corporation. Regardless of any other provisions of this
Agreement making Messer Construction Co. responsible for acts or omissions of
Roth & their consultants, the liability of Messer Construction Co., Roth
Partnership and its consultants to Cincinnati Financial Corporation or any
person or entity claiming through or under the Cincinnati Financial Corporation
for errors or omissions in the provision of professional design services for the
Project shall be limited, in the aggregate, to the proceeds available from the
foregoing Professional Liability Insurance and Cincinnati Financial Corporation
hereby releases Messer Construction Co., Roth Partnership and its consultants,
and their respective employees, agents, officers and directors from all existing
or future claims and liabilities related to errors or omissions in any
professional architectural or engineering services related to the Project,
except to the extent that such claims and liabilities can be satisfied from the
proceeds of the Professional Liability Insurance. This limitation of liability
is not intended to extend to Messer Construction Co. normal liability for bodily
injury and property damage that arises out of construction services other than
professional architectural and engineering services.

11.4 OWNER'S LIABILITY INSURANCE Cincinnati Financial Corporation shall be
responsible for obtaining and maintaining its own liability insurance. Insurance
for claims arising out of the performance of this Agreement may be purchased and
maintained at Cincinnati Financial Corporation's discretion. Cincinnati
Financial Corporation shall provide Messer Construction Co. with a certificate
of insurance at the request of Messer Construction Co..

11.5 INSURANCE TO PROTECT PROJECT

      11.5.1 Cincinnati Financial Corporation shall obtain and maintain All Risk
      Builders Risk insurance in a form acceptable to Messer Construction Co.
      upon the entire Project for the full cost of replacement at the time of
      any loss. This insurance shall include as named insureds Cincinnati
      Financial Corporation, Messer Construction Co., Roth Partnership,
      Subcontractors, Material Suppliers and Subsubcontractors. This insurance
      shall include all risk insurance for physical loss or damage including
      without duplication of coverage at least: theft, vandalism, malicious
      mischief, transit, materials stored off site, collapse, falsework,
      temporary buildings, debris removal, flood, earthquake, testing, and
      damage resulting from defective design, workmanship or material.
      Cincinnati Financial Corporation shall increase limits of coverage, if
      necessary, to reflect estimated replacement cost. The insurance policy
      shall be written without a co-insurance clause. Cincinnati Financial
      Corporation shall be solely responsible for any deductible amounts.




                                       32

IMPORTANT: This document may contain modifications to the text of the original
AGC standard form. Its author has chosen not to reflect any modifications in the
electronic or printed output. Consultation with legal and insurance counsel and
careful review of the entire document are strongly encouraged.

DocuBuilder(R) - AGC DOCUMENT NO. 410 - STANDARD FORM OF DESIGN-BUILD AGREEMENT
AND GENERAL CONDITIONS BETWEEN OWNER AND DESIGN-BUILDER (Where the Basis of
Payment is the Cost of the Work Plus a Fee with a Guaranteed Maximum Price) (C)
1999, The Associated General Contractors of America. All rights reserved. This
document was produced electronically under the grant of license provided to
subscribers of the AGC DocuBuilder Contract Document Software.


<PAGE>

      11.5.2 If Cincinnati Financial Corporation occupies or uses a portion of
      the Project prior to its Substantial Completion, such occupancy or use
      shall not commence prior to a time mutually agreed to by Cincinnati
      Financial Corporation and Messer Construction Co.. Permission for partial
      occupancy from the insurance company shall be included as standard in the
      property insurance policy, to ensure that this insurance shall not be
      canceled or lapsed on account of partial occupancy. Consent of Messer
      Construction Co. to such early occupancy or use shall not be unreasonably
      withheld.

      11.5.3 Cincinnati Financial Corporation shall obtain and maintain boiler
      and machinery insurance as necessary. The interests of Cincinnati
      Financial Corporation, Messer Construction Co., Roth Partnership,
      Subcontractors, Material Suppliers and Subsubcontractors shall be
      protected under this coverage.

      11.5.4 Cincinnati Financial Corporation shall purchase and maintain
      insurance to protect Cincinnati Financial Corporation, Messer Construction
      Co., Roth Partnership, Subcontractors, Material Suppliers and
      Subsubcontractors against loss of use of Cincinnati Financial
      Corporation's property due to those perils insured pursuant to Paragraph
      11.5. Such policy will provide coverage for expediting expenses of
      materials, continuing overhead of Cincinnati Financial Corporation and
      Messer Construction Co., Roth Partnership, Subcontractors, Material
      Suppliers and Subsubcontractors, necessary labor expense including
      overtime, loss of income by Cincinnati Financial Corporation and other
      determined exposures. Exposures of Cincinnati Financial Corporation,
      Messer Construction Co., Roth Partnership, Subcontractors and
      Subsubcontractors, shall be determined by mutual agreement with separate
      limits of coverage fixed for each item.

      11.5.5 Upon Messer Construction Co.'s written request, Cincinnati
      Financial Corporation shall provide Messer Construction Co. with a copy of
      all property insurance policies before an exposure to loss may occur.
      Copies of any subsequent endorsements shall be furnished to Messer
      Construction Co.. Messer Construction Co. shall be given thirty (30) days
      notice of cancellation, non-renewal, or any endorsements restricting or
      reducing coverage. Cincinnati Financial Corporation shall give written
      notice to Messer Construction Co. before commencement of the Work if
      Cincinnati Financial Corporation will not be obtaining property insurance.
      In that case, Messer Construction Co. may obtain insurance in order to
      protect its interest in the Work as well as the interest of Roth
      Partnership, Subcontractors, Material Suppliers and Subsubcontractors in
      the Work. The cost of this insurance shall be a Cost of the Work pursuant
      to Article 8, and the GMP shall be increased by Change Order. If Messer
      Construction Co. is damaged by the failure of Cincinnati Financial
      Corporation to purchase or maintain property insurance or to so notify
      Messer Construction Co., Cincinnati Financial Corporation shall bear all
      reasonable costs incurred by Messer Construction Co. arising from the
      damage.

      11.5.6 Cincinnati Financial Corporation shall have the right to
      self-insure against the risks covered in Subparagraphs 11.5.1 and 11.5.4
      upon providing evidence satisfactory to Messer Construction Co. of the
      ability to so self-insure.

11.6  PROPERTY INSURANCE LOSS ADJUSTMENT

      11.6.1 Any insured loss shall be adjusted with Cincinnati Financial
      Corporation and Messer Construction Co. and made payable to Cincinnati
      Financial Corporation and Messer Construction Co. as trustees for the
      insureds, as their interests may appear, subject to any applicable
      mortgagee clause.

      11.6.2 Upon the occurrence of an insured loss, monies received will be
      deposited in a separate account and the trustees shall make distribution
      in accordance with the agreement of the parties in




                                       33

IMPORTANT: This document may contain modifications to the text of the original
AGC standard form. Its author has chosen not to reflect any modifications in the
electronic or printed output. Consultation with legal and insurance counsel and
careful review of the entire document are strongly encouraged.

DocuBuilder(R) - AGC DOCUMENT NO. 410 - STANDARD FORM OF DESIGN-BUILD AGREEMENT
AND GENERAL CONDITIONS BETWEEN OWNER AND DESIGN-BUILDER (Where the Basis of
Payment is the Cost of the Work Plus a Fee with a Guaranteed Maximum Price) (C)
1999, The Associated General Contractors of America. All rights reserved. This
document was produced electronically under the grant of license provided to
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<PAGE>

      interest, or in the absence of such agreement, in accordance with a
      dispute resolution award pursuant to Article 13. If the trustees are
      unable to agree between themselves on the settlement of the loss, such
      dispute shall also be submitted for resolution pursuant to Article 13.

11.7  WAIVER OF SUBROGATION

      11.7.1 Cincinnati Financial Corporation and Messer Construction Co. waive
      all rights against each other, Roth Partnership, and any of their
      respective employees, agents, consultants, Subcontractors, Material
      Suppliers and Subsubcontractors for damages covered by the insurance
      provided pursuant to Paragraph 11.5 or any other insurance maintained by a
      party to the extent they are covered by that insurance, except such rights
      as they may have to the proceeds of such insurance held by Cincinnati
      Financial Corporation and Messer Construction Co. as trustees. Messer
      Construction Co. shall require similar waivers from Roth Partnership and
      all Subcontractors, and shall require each of them to include similar
      waivers in their subsubcontracts and consulting agreements.

      11.7.2 Cincinnati Financial Corporation waives subrogation against Messer
      Construction Co., Roth Partnership, its consultants, Subcontractors,
      Material Suppliers and Subsubcontractors on all property and consequential
      loss policies carried by Cincinnati Financial Corporation on adjacent
      properties and under property and consequential loss policies purchased
      for the Project after its completion.

      11.7.3 The policies shall also be endorsed to state that the carrier
      waives any right of subrogation against Messer Construction Co., Roth
      Partnership, Subcontractors, Material Suppliers, or Subsubcontractors. If
      the policy of insurance referred to in this Section require an endorsement
      to provide for continued coverage where there is a waiver of subrogation,
      the owners of such policies will cause them to be so endorsed.

11.8 MUTUAL WAIVER OF CONSEQUENTIAL DAMAGES Cincinnati Financial Corporation and
Messer Construction Co. agree to waive all claims against the other for all
consequential damages that may arise out of or relate to this Agreement.
Cincinnati Financial Corporation agrees to waive damages including but not
limited to Cincinnati Financial Corporation's loss of use of the Property, all
rental expenses incurred, loss of services of employees, or loss of reputation.
Messer Construction Co. agrees to waive damages including but not limited to the
loss of business, loss of financing, principal office overhead and profits, loss
of profits not related to this Project, or loss of reputation. This paragraph
shall not be construed to preclude contractual provisions for liquidated damages
when such provisions relate to direct damages only. The provisions of this
paragraph shall govern the termination of this Agreement and shall survive such
termination. This waiver takes precedence over any other provision of this
Agreement which might otherwise crease a consequential damage liability.

11.9  BONDING

      11.9.1 Performance and Payment Bonds

            are

      required of Messer Construction Co.. Such bonds shall be issued by a
      surety licensed in the state of the location of the Project and must be
      acceptable to Cincinnati Financial Corporation.

      11.9.2 Such Performance Bond shall be issued in the penal sum equal to
      one-hundred percent (100%) of the

            GMP (If there is no GMP, then the agreed estimated cost of the
            Project, including design and



                                       34

IMPORTANT: This document may contain modifications to the text of the original
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careful review of the entire document are strongly encouraged.

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AND GENERAL CONDITIONS BETWEEN OWNER AND DESIGN-BUILDER (Where the Basis of
Payment is the Cost of the Work Plus a Fee with a Guaranteed Maximum Price) (C)
1999, The Associated General Contractors of America. All rights reserved. This
document was produced electronically under the grant of license provided to
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<PAGE>

            construction).

      Such Performance Bond shall cover the cost to complete the Work

      11.9.3 The penal sum of the Payment Bond shall equal the penal sum of the
      Performance Bond.

                                   ARTICLE 12

          SUSPENSION AND TERMINATION OF THE AGREEMENT AND OWNER'S RIGHT
                  TO PERFORM DESIGN-BUILDER'S RESPONSIBILITIES

12.1 SUSPENSION BY THE OWNER FOR CONVENIENCE

      12.1.1 Cincinnati Financial Corporation may order Messer Construction Co.
      in writing to suspend, delay or interrupt all or any part of the Work
      without cause for such period of time as Cincinnati Financial Corporation
      may determine to be appropriate for its convenience.

      12.1.2 Adjustments caused by suspension, delay or interruption shall be
      made for increases in the GMP, compensation for Design Phase Services,
      Messer Construction Co.'s Fee and/or the Date of Substantial Completion
      and/or the Date of Final Completion. No adjustment shall be made if Messer
      Construction Co. is or otherwise would have been responsible for the
      suspension, delay or interruption of the Work, or if another provision of
      this Agreement is applied to render an equitable adjustment.

12.2 OWNER'S RIGHT TO PERFORM DESIGN-BUILDER'S OBLIGATIONS AND TERMINATION BY
THE OWNER FOR CAUSE

      12.2.1 If Messer Construction Co. persistently fails to perform any of its
      obligations under this Agreement, Cincinnati Financial Corporation may,
      after seven (7) days' written notice, during which period Messer
      Construction Co. fails to perform such obligation, undertake to perform
      such obligations. The GMP shall be reduced by the cost to Cincinnati
      Financial Corporation of performing such obligations.

      12.2.2 Upon an additional seven (7) days' written notice to Messer
      Construction Co. and Messer Construction Co.'s surety, if any, Cincinnati
      Financial Corporation may terminate this Agreement for any of the
      following reasons:

            .1 if Messer Construction Co. materially utilizes improper materials
            and/or inadequately skilled workers;

            .2 if Messer Construction Co. does not make proper payment to
            laborers, Material Suppliers or Subcontractors, provided that
            Cincinnati Financial Corporation is making payments to Messer
            Construction Co. in accordance with the terms of this Agreement;

            .3 if Messer Construction Co. materially fails to abide by the
            orders, regulations, rules, ordinances or laws of governmental
            authorities having jurisdiction; or

            .4 if Messer Construction Co. otherwise materially breaches this
            Agreement.

            If Messer Construction Co. fails to cure or commence and continue to
            cure within the five (5) days, Cincinnati Financial Corporation,
            without prejudice to any other right or remedy, may take possession
            of the Worksite and complete the Work utilizing any reasonable
            means. In this event, Messer Construction Co. shall not have a right
            to further payment until the Work is completed.




                                       35

IMPORTANT: This document may contain modifications to the text of the original
AGC standard form. Its author has chosen not to reflect any modifications in the
electronic or printed output. Consultation with legal and insurance counsel and
careful review of the entire document are strongly encouraged.

DocuBuilder(R) - AGC DOCUMENT NO. 410 - STANDARD FORM OF DESIGN-BUILD AGREEMENT
AND GENERAL CONDITIONS BETWEEN OWNER AND DESIGN-BUILDER (Where the Basis of
Payment is the Cost of the Work Plus a Fee with a Guaranteed Maximum Price) (C)
1999, The Associated General Contractors of America. All rights reserved. This
document was produced electronically under the grant of license provided to
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<PAGE>

      12.2.3 If Messer Construction Co. files a petition under the Bankruptcy
      Code, this Agreement shall terminate if Messer Construction Co. or Messer
      Construction Co.'s trustee rejects the Agreement or, if there has been a
      default, Messer Construction Co. is unable to give adequate assurance
      acceptable to Cincinnati Financial Corporation that Messer Construction
      Co. will perform as required by this Agreement or otherwise is unable to
      comply with the requirements for assuming this Agreement under the
      applicable provisions of the Bankruptcy Code.

      12.2.4 In the event Cincinnati Financial Corporation exercises its rights
      under Subparagraph 12.2.1 or 12.2.2, upon the request of Messer
      Construction Co. Cincinnati Financial Corporation shall provide a detailed
      accounting of the cost incurred by Cincinnati Financial Corporation.

12.3 TERMINATION BY OWNER WITHOUT CAUSE If Cincinnati Financial Corporation
terminates this Agreement other than as set forth in Paragraph 12.2, Cincinnati
Financial Corporation shall pay Messer Construction Co. for all Work executed
and for all proven loss, cost or expense in connection with the Work, plus all
demobilization costs. In addition, Messer Construction Co. shall be paid an
amount calculated as set forth below:

      .1 If Cincinnati Financial Corporation terminates this Agreement prior to
      commencement of the Construction Phase, Messer Construction Co. shall be
      paid for Messer Construction Co.'s Design Phase services provided to date
      as set forth in Subparagraph 7.1.2 and 7.1.3

            , including Design-Builder's Fee earned to date

      .2 If Cincinnati Financial Corporation terminates this Agreement after
      commencement of the Construction Phase, Messer Construction Co. shall be
      paid for the Construction Phase Services provided to date pursuant to
      Subparagraph 7.2.1

            including Design-Builder's Fee earned to date

      .3 Cincinnati Financial Corporation shall also pay to Messer Construction
      Co. fair compensation, either by purchase or rental at the election of
      Cincinnati Financial Corporation, for all equipment retained. Cincinnati
      Financial Corporation shall assume and become liable for obligations,
      commitments and unsettled claims that Messer Construction Co. has
      previously undertaken or incurred in good faith in connection with the
      Work or as a result of the termination of this Agreement. As a condition
      of receiving the payments provided under this Article 12, Messer
      Construction Co. shall cooperate with Cincinnati Financial Corporation by
      taking all steps necessary to accomplish the legal assignment of Messer
      Construction Co.'s rights and benefits to Cincinnati Financial
      Corporation, including the execution and delivery of required papers.

12.4 TERMINATION BY THE DESIGN-BUILDER

      12.4.1 Upon seven (7) days' written notice to Cincinnati Financial
      Corporation, Messer Construction Co. may terminate this Agreement for any
      of the following reasons:

            .1 if the Work has been stopped for a sixty (60) day period

                  a. under court order or order of other governmental
                  authorities having jurisdiction; or

                  b. as a result of the declaration of a national emergency or
                  other governmental act during which, through no act or fault
                  of Messer Construction Co., materials are not available;

            .2 if the Work is suspended by Cincinnati Financial Corporation for
            sixty (60) consecutive days;




                                       36

IMPORTANT: This document may contain modifications to the text of the original
AGC standard form. Its author has chosen not to reflect any modifications in the
electronic or printed output. Consultation with legal and insurance counsel and
careful review of the entire document are strongly encouraged.

DocuBuilder(R) - AGC DOCUMENT NO. 410 - STANDARD FORM OF DESIGN-BUILD AGREEMENT
AND GENERAL CONDITIONS BETWEEN OWNER AND DESIGN-BUILDER (Where the Basis of
Payment is the Cost of the Work Plus a Fee with a Guaranteed Maximum Price) (C)
1999, The Associated General Contractors of America. All rights reserved. This
document was produced electronically under the grant of license provided to
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<PAGE>

            .3 if Cincinnati Financial Corporation fails to furnish reasonable
            evidence that sufficient funds are available and committed for the
            entire cost of the Project in accordance with Article 12 of this
            Agreement.

      12.4.2 If Cincinnati Financial Corporation has for thirty (30) days failed
      to pay Messer Construction Co. pursuant to Subparagraph 10.1.2, Messer
      Construction Co. may give written notice of its intent to terminate this
      Agreement. If Messer Construction Co. does not receive payment within five
      (5) days of giving written notice to Cincinnati Financial Corporation,
      then upon five (5) days' additional written notice to Cincinnati Financial
      Corporation, Messer Construction Co. may terminate this Agreement.

      12.4.3 Upon termination by Messer Construction Co. in accordance with this
      Subparagraph, Messer Construction Co. shall be entitled to recover from
      Cincinnati Financial Corporation payment for all Work executed and for all
      proven loss, cost or expense in connection with the Work, plus all
      demobilization costs and reasonable damages. In addition, Messer
      Construction Co. shall be paid an amount calculated as set forth either in
      Subparagraph 12.3.1 or 12.3.2, depending on when the termination occurs,
      and Subparagraph 12.3.3.

                                   ARTICLE 13

                               DISPUTE RESOLUTION

13.1 WORK CONTINUANCE AND PAYMENT. Unless otherwise agreed in writing, Messer
Construction Co. shall continue the Work and maintain the approved schedules
during all dispute resolution proceedings. If Messer Construction Co. continues
to perform, Cincinnati Financial Corporation shall continue to make payments in
accordance with the Agreement.

13.2 INITIAL DISPUTE RESOLUTION. If a dispute arises out of or relates to this
Agreement or its breach, the parties shall endeavor to settle the dispute first
through direct discussions. If the dispute cannot be settled through direct
discussions, the parties shall endeavor to settle the dispute by mediation under
the Construction Industry Mediation Rules of the American Arbitration
Association before recourse to the dispute resolution procedures contained in
this Agreement. The location of the mediation shall be the location of the
Project. Once one party files a request for mediation with the other contracting
party and with the American Arbitration Association, the parties agree to
conclude such mediation within sixty (60) days of filing of the request. Either
party may terminate the mediation at any time after the first session, but the
decision to terminate must be delivered in person by the party's representative
to the other party's representative and the mediator.

13.3 EXHIBIT NO. 1. If the dispute cannot be settled by mediation within sixty
(60) days, the parties shall submit the dispute to any dispute resolution
process set forth in Exhibit No. 1 to this Agreement.

13.4 MULTIPARTY PROCEEDING. The parties agree that all parties necessary to
resolve a claim shall be parties to the same dispute resolution proceeding.
Appropriate provisions shall be included in all other contracts relating to the
Work to provide for the consolidation of such dispute resolution proceedings.

13.5 COST OF DISPUTE RESOLUTION. The prevailing party in any dispute arising out
of or relating to this Agreement or its breach that is resolved by the dispute
resolution process set forth in Exhibit No. 1 to this Agreement shall be
entitled to recover from the other party those reasonable attorneys' fees, costs
and expenses incurred by the prevailing party in connection with such dispute
resolution process after direct discussions and mediation.

13.6 LIEN RIGHTS. Nothing in this Article shall limit any rights or remedies not
expressly waived by Messer Construction Co. which Messer Construction Co. may
have under lien laws.




                                       37

IMPORTANT: This document may contain modifications to the text of the original
AGC standard form. Its author has chosen not to reflect any modifications in the
electronic or printed output. Consultation with legal and insurance counsel and
careful review of the entire document are strongly encouraged.

DocuBuilder(R) - AGC DOCUMENT NO. 410 - STANDARD FORM OF DESIGN-BUILD AGREEMENT
AND GENERAL CONDITIONS BETWEEN OWNER AND DESIGN-BUILDER (Where the Basis of
Payment is the Cost of the Work Plus a Fee with a Guaranteed Maximum Price) (C)
1999, The Associated General Contractors of America. All rights reserved. This
document was produced electronically under the grant of license provided to
subscribers of the AGC DocuBuilder Contract Document Software.


<PAGE>

                                   ARTICLE 14

                            MISCELLANEOUS PROVISIONS

14.1 ASSIGNMENT Neither Cincinnati Financial Corporation nor Messer Construction
Co. shall assign its interest in this Agreement without the written consent of
the other except as to the assignment of proceeds. The terms and conditions of
this Agreement shall be binding upon both parties, their partners, successors,
assigns and legal representatives. Neither party to this Agreement shall assign
the Agreement as a whole without written consent of the other except that
Cincinnati Financial Corporation may assign the Agreement to a wholly-owned
subsidiary of Cincinnati Financial Corporation when Cincinnati Financial
Corporation has fully indemnified Messer Construction Co. or to an institutional
lender providing construction financing for the Project as long as the
assignment is no less favorable to Messer Construction Co. than this Agreement.
In the event of such assignment, Messer Construction Co. shall execute all
consents reasonably required. In such event, the wholly-owned subsidiary or
lender shall assume Cincinnati Financial Corporation's rights and obligations
under the Contract Documents. If either party attempts to make such an
assignment, that party shall nevertheless remain legally responsible for all
obligations under the Agreement, unless otherwise agreed by the other party.

14.2 GOVERNING LAW This Agreement shall be governed by the law in effect at the
location of the Project.

14.3 SEVERABILITY The partial or complete invalidity of any one or more
provisions of this Agreement shall not affect the validity or continuing force
and effect of any other provision.

14.4 NO WAIVER OF PERFORMANCE The failure of either party to insist, in any one
or more instances, on the performance of any of the terms, covenants, or
conditions of this Agreement, or to exercise any of its rights, shall not be
construed as a waiver or relinquishment of such term, covenant, condition or
right with respect to further performance.

14.5 TITLES AND GROUPINGS The titles given to the articles of this Agreement are
for ease of reference only and shall not be relied upon or cited for any other
purpose. The grouping of the articles in this Agreement and of Cincinnati
Financial Corporation's specifications under the various headings is solely for
the purpose of convenient organization and in no event shall the grouping of
provisions, the use of paragraphs or the use of headings be construed to limit
or alter the meaning of any provisions.

14.6 JOINT DRAFTING The parties to this Agreement expressly agree that both had
opportunity to negotiate the terms of this Agreement and to obtain the
assistance of counsel in reviewing its terms prior to execution. Therefore, this
Agreement shall be construed neither against nor in favor of either party, but
shall be construed in a neutral manner.

14.7 RIGHTS AND REMEDIES The parties rights, liabilities, responsibilities and
remedies with respect to this Agreement, whether in contract, tort, negligence
or otherwise, shall be exclusively those expressly set forth in this Agreement.

14.8 OTHER PROVISIONS

      The Contractor intends to perform the structural excavation, concrete,
      carpentry and general conditions Work with its own forces. The Contractor
      may elect to do so at its discretion, but not without informing the Owner
      in writing of such intent. Reasons for self-performing other Work include,
      but not limited to, in order to take over a defaulted Subcontractor, to
      protect GMP if bids exceed estimates, or in other cases where
      self-performance is deemed by the Contractor to be necessary to maintain
      schedule, cost or safety. The Contractor will inform the Owner which items
      it will self perform and obtain written consent from the Owner prior to
      proceeding with




                                       38

IMPORTANT: This document may contain modifications to the text of the original
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careful review of the entire document are strongly encouraged.

DocuBuilder(R) - AGC DOCUMENT NO. 410 - STANDARD FORM OF DESIGN-BUILD AGREEMENT
AND GENERAL CONDITIONS BETWEEN OWNER AND DESIGN-BUILDER (Where the Basis of
Payment is the Cost of the Work Plus a Fee with a Guaranteed Maximum Price) (C)
1999, The Associated General Contractors of America. All rights reserved. This
document was produced electronically under the grant of license provided to
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<PAGE>

      self-performance work. Acceptance will not unreasonably be withheld.

                                   ARTICLE 15

                           EXISTING CONTRACT DOCUMENTS

The Contract Documents in existence at the time of execution of this Agreement
are as follows:

      See Addendum A for description of scope and estimated cost and schedule

      Addendum B also attached

As defined in Subparagraph 2.4.1, the following Exhibits are a part of this
Agreement:

      EXHIBIT NO. 1 Dispute Resolution Menu, one page.




                                       39

IMPORTANT: This document may contain modifications to the text of the original
AGC standard form. Its author has chosen not to reflect any modifications in the
electronic or printed output. Consultation with legal and insurance counsel and
careful review of the entire document are strongly encouraged.

DocuBuilder(R) - AGC DOCUMENT NO. 410 - STANDARD FORM OF DESIGN-BUILD AGREEMENT
AND GENERAL CONDITIONS BETWEEN OWNER AND DESIGN-BUILDER (Where the Basis of
Payment is the Cost of the Work Plus a Fee with a Guaranteed Maximum Price) (C)
1999, The Associated General Contractors of America. All rights reserved. This
document was produced electronically under the grant of license provided to
subscribers of the AGC DocuBuilder Contract Document Software.


<PAGE>

This Agreement is entered into as of the date entered in Article 1.

ATTEST: _________________________________________________

OWNER: Cincinnati Financial Corporation

BY: _____________________________________________________

PRINT NAME: James E. Benoski

PRINT TITLE: Vice Chairman, Chief Insurance Officer, Sr. Vice President,
Director

ATTEST: _________________________________________________

DESIGN-BUILDER: Messer Construction Co.

BY: _____________________________________________________

PRINT NAME: Peter S. Strange

PRINT TITLE: Chief Executive Officer




                                       40

IMPORTANT: This document may contain modifications to the text of the original
AGC standard form. Its author has chosen not to reflect any modifications in the
electronic or printed output. Consultation with legal and insurance counsel and
careful review of the entire document are strongly encouraged.

DocuBuilder(R) - AGC DOCUMENT NO. 410 - STANDARD FORM OF DESIGN-BUILD AGREEMENT
AND GENERAL CONDITIONS BETWEEN OWNER AND DESIGN-BUILDER (Where the Basis of
Payment is the Cost of the Work Plus a Fee with a Guaranteed Maximum Price) (C)
1999, The Associated General Contractors of America. All rights reserved. This
document was produced electronically under the grant of license provided to
subscribers of the AGC DocuBuilder Contract Document Software.


<PAGE>

                                   ADDENDUM A

Messer Construction
Conceptual Estimate of Cost
8/24/2004

Garage and Expansion Program 8-24-04

Maximum employee count = 4250

      Total Required Employee Parking on Campus
                     3825 SPACES

            Total Building Addition
      487,500 SQUARE FEET - 1500 EMPLOYEES

            Atrium Extension

            4800 SQUARE FEET

<TABLE>
<CAPTION>
                                                           Conceptual
Description                                                 Estimate
-------------------------------------------------------   -------------
<S>                                                       <C>
GARAGE UNDER TOWER 3, SURFACE LOT AND SITE IMPROVEMENTS

   700 Car Garage Phase 1                                 $  20,000,000
   400 space surf. Pkg and site improvements              $     425,000
   Concrete deck above pkg.                               $     421,000
                                                          -------------
GARAGE, SURFACE PARKING AND SITE IMPROV.                  $  20,846,000
                                                          -------------
OFFICE TOWER                                              $  56,790,000
Atrium                                                    $     960,000
Design Build Costs                                        $   9,225,000
Workspace Furnishings                                     $   2,200,000
Dock Renovation                                           $   1,400,000
Renovation Allowance                                      $   2,000,000
Design/Build Contingency                                  $   3,725,000
                                                          -------------
OFFICE TOWER SUBTOTAL                                     $  76,300,000
                                                          -------------

DESIGN/BUILD BOND                                         $     595,000
                                                          -------------

TOTAL COMBINED CONCEPTUAL ESTIMATE                        $  97,741,000
                                                          -------------

RECOMMENDED OWNER CONTINGENCY                             $   5,000,000
                                                          -------------

TOTAL RECOMMENDED PROJECT BUDGET                          $ 102,741,000
                                                          -------------

Start Construction                                        December 2004
Complete Garage                                           Sept. 2008
Start Tower Design                                        Aug. 2004
Complete Tower Construction                               Sept. 2008
</TABLE>

<PAGE>

                                   ADDENDUM A

                        CINCINNATI FINANCIAL CORPORATION

                                Campus Expansion

                                  Project Scope

August 23, 2004

I.    REASONS FOR BUILDING TOWER AND GARAGE

      A.    PROJECTED EMPLOYEE GROWTH

            -     Population Growth average 5-8% per year (aprox. 200 employees)
                  presently 2,750 on campus.

      B.    FUTURE TOWER EXPANSION

            -     By 2008 Employees reach 3,550 employees. Tower #3 will
                  accommodate 1,500 additional employees. Tower 4 could do the
                  same.

      C.    SITE CONSTRAINTS

            -     Assuming 0.9 spaces per employee there is need for 1,350
                  spaces for Tower #3 as well as another 1,350 for Tower #4.

            -     Height of building limited to 7 Stories plus penthouse above
                  grade

            -     Flow of vehicles to site limited by Fairfield's streets.

            -     Present site has ample "flat" land for parking for this phase
                  if some parked under Tower #3.

            -     Fairfield's present infrastructure can support Tower #3 needs.

      D.    BENEFITS

            -     Facility size to handle company growth for at least 7-8 years.

            -     Convenient parking for employees.

            -     Maintain safe employee access during construction of garage
                  and tower.

            -     Provides approximately 700 covered spaces.

            -     Secure Parking.

            -     Leaves options open for future Towers and parking.

II.   PROGRAM ASSUMPTIONS

            -     New Tower built behind and east of present South Tower.

            -     Tower to have population of approximately 1,500 employees.

            -     Parking needs are to be determined by practical method, i.e.
                  number of employees bringing cars vs. number of employees. (9
                  out of 10 employees drive cars to work).

            -     Garage is to be located directly below tower. It to have
                  capacity of at least 700 cars.

            -     Entrances to Garage to be located on south side of facility.

            -     Garage is only three stories.

            -     New Tower is similar existing towers design and materials.

            -     Existing Cafeteria is big enough for new Towers additional
                  population. To be studied.

            -     The file room will be eventually turned into additional
                  storage for the Towers

            -     Dock area of existing building is to be enlarged.

            -     Garage and site to have just enough parking spaces FEC and the
                  three Towers.

            -     When Tower #4 is built, additional parking will be needed to
                  support facility. Tower #3 anticipates Tower #4's
                  construction.

[MESSER CONSTRUCTION CO. LOGO] [ROTH PARTNERSHIP LOGO]
[HEAPY ENGINEERING LLC LOGO] [THP LOGO]

<PAGE>

                                   ADDENDUM A

Cincinnati Financial Corporation                                   Project Scope
Campus Expansion                                                          Page 2

August 23, 2004

III.  PROGRAM GOALS

      A.    EMPLOYEE

            -     Parking below tower and surface parking.

            -     Easy access to employee drop off area.

            -     Convenient to towers from East parking.

            -     Safe facility due to limited entry points.

            -     Garage security 24 hours/day.

            -     Safe and secure business campus during and after construction.

            -     Ease of access to Towers during Construction.

      B.    FUNCTIONAL

            -     Aesthetically pleasing; blends into business campus.

            -     Underground garage will not dominate campus aesthetics.

            -     Efficient and effective traffic flow.

            -     Current parking remains operational during construction.

            -     Low maintenance.

            -     Provide parking during construction for displaced spots.

            -     Opportunity to improve campus traffic flow.

            -     Employee access to existing towers during construction.

            -     Expansion of dock, and mechanical space

      C.    EXPANSION PLANNING

            -     Cost effective design and construction of Tower # 3.

            -     Provide parking for existing buildings and Tower # 3 only,
                  calculated using the practical method.

            -     Central Plant upgrade opportunities.

            -     Larger Tower #3 will delay need for a 4th office tower.

IV.   PARKING NEEDS

            -     Existing parking needs - 2,475 spaces.

            -     Existing parking spaces - 3,007 spaces.

            -     Required Campus parking w/ Tower #3 -3,825 spaces.

                  -     Parking spaces in Garage below Tower #3-700 spaces.

                  -     Loss of 280 spaces in footprint of new tower and garage

                  -     Required Additional Parking Spaces - 400 spaces. To be
                        located adjacent to North FEC parking lot and east of
                        existing main parking lots.

            -     It is anticipated that for Tower #4 an additional 1,350 spaces
                  will be needed.

[MESSER CONSTRUCTION CO. LOGO] [ROTH PARTNERSHIP LOGO]
[HEAPY ENGINEERING LLC LOGO] [THP LOGO]


<PAGE>

                                   ADDENDUM A

Cincinnati Financial Corporation                                   Project Scope
Campus Expansion                                                          Page 3

August 23, 2004

V.    STRUCTURAL AND PHYSICAL COMPONENTS OF PROPOSED PLAN

      A.    CAMPUS EXPANSION AREAS

<TABLE>
<CAPTION>
   Area           Height       Dimensions   Area per Floor   Total Area
-----------   --------------   ----------   --------------   ----------
<S>           <C>              <C>          <C>              <C>
 Garage            3 Stories    305'x305'       93,025          279,075

 New Tower         7 Stories                    51,686          361,800

 Connector         7 Stories                     7,900           55,300

 Mechanical   2 Story- Below                    12,700           25,400
 area             Atrium and
                   Connector

 Penthouse       1 l/2 Story                    45,000           45,000

      TOTAL                                                     487,500

 Atrium       2 Story Volume      60'x80'        4,800            4,800

 Car Canopy                                      4,800            4,800
</TABLE>

      B.    GARAGE

            -     Underground garage with approximately 700 parking spaces.

            -     3 levels of parking at approximate elevations of 827,817 and
                  807.

            -     2 entry/exit points on south side.

            -     2 ramps within garage - very efficient for traffic flow within
                  garage.

            -     Concrete structure with columns on a 30' x 30' grid.

            -     Wall at perimeter with waterproofing membrane.

            -     Waterproofing membrane under slab on grade.

            -     Structure on drilled pier foundations.

            -     Ventilation and sprinkler systems.

            -     Lighting and security.

            -     Conditioned Elevator Lobby.

            -     Improvement to overall traffic flow on site will be needed

[MESSER CONSTRUCTION CO. LOGO] [ROTH PARTNERSHIP LOGO]
[HEAPY ENGINEERING LLC LOGO] [THP LOGO]
<PAGE>

                                   ADDENDUM A

Cincinnati Financial Corporation                                   Project Scope
Campus Expansion                                                          Page 4

August 23, 2004

      C.    SURFACE PARKING ADDITION

            -     East Parking as well as FEC lot expansion to add 400 spaces.

            -     Additional storm water detention for these new hard surfaces.

            -     Lot lighting expanded accordingly.

            -     Walking Path to be modified.

            -     Reroute tower #1 internal storm to south

      D.    NEW TOWER

            -     7 story tower and 7 floor connection to Tower # 1.

            -     New tower and connection to be office space.

            -     Tower to have penthouse(s) for mechanical equipment on top.

            -     Mechanical space in lower two levels under connection area and
                  atrium extension.

            -     Open office similar to other towers.

            -     Second employee entry planned at east side of Tower.

            -     Finishes similar to existing towers.

            -     Access floor systems throughout.

      E.    ATRIUM EXPANSION

            -     Atrium expanded 4800 square feet over mechanical space.

            -     Will be main employee drop off point.

            -     Canopy will be included for covered drop off area.

            -     Finishes similar to existing Atrium.

            -     2 story space.

            -     Smoke evacuation system.

      F.    DOCK RENOVATION

            -     Allowance has been included to expand the dock area.

            -     Concept is to add some dock space and renovate existing area
                  in South Tower to storage/holding area for the dock.

      G.    RENOVATION ALLOWANCE

            -     Renovation will be necessary at each floor tie in point.

            -     Convert existing file room to storage.

            -     Re-route North and South Tower Storm piping.

      H.    WORKSPACE FURNISHINGS

            -     Estimate for workspace furnishings has been included based on
                  historical information.

            -     Furnishings planned to be similar to other towers.

      I.    SITE IMPROVEMENTS ALLOWANCE

            -     Improvement to overall traffic flow on site will be needed.

VI.   DRAWINGS

VII.  COST ESTIMATE

VIII.  DESIGN BUILD SCHEDULE

[MESSER CONSTRUCTION CO. LOGO] [ROTH PARTNERSHIP LOGO]
[HEAPY ENGINEERING LLC LOGO] [THP LOGO]


<PAGE>

                                   ADDENDUM A

                 GRAPHIC - NEW TOWER AND PARKING GARAGE DRAWING

                                  [FLOOR PLAN]

<PAGE>

                                   ADDENDUM A

                         GRAPHIC - LEVEL P-1 FLOOR PLAN

                                  [FLOOR PLAN]

<PAGE>

                                   ADDENDUM A

                         GRAPHIC - LEVEL P-2 FLOOR PLAN

                                  [FLOOR PLAN]

<PAGE>

                                   ADDENDUM A

                         GRAPHIC - LEVEL P-3 FLOOR PLAN

                                  [FLOOR PLAN]

<PAGE>

                                   ADDENDUM A

                           GRAPHIC - LOBBY FLOOR PLAN

                                  [FLOOR PLAN]

<PAGE>

                                   ADDENDUM A

                          GRAPHIC - FOURTH FLOOR PLAN

                                  [FLOOR PLAN]

<PAGE>

                                   ADDENDUM A

                           GRAPHIC - FIFTH FLOOR PLAN

                                  [FLOOR PLAN]

<PAGE>

                                   ADDENDUM A

                           GRAPHIC - SIXTH FLOOR PLAN

                                  [FLOOR PLAN]

<PAGE>

                                   ADDENDUM A

                          GRAPHIC - SEVENTH FLOOR PLAN

                                  [FLOOR PLAN]

<PAGE>

                                   ADDENDUM A

                          GRAPHIC - EIGHTH FLOOR PLAN

                                  [FLOOR PLAN]

<PAGE>

                                   ADDENDUM A

                           GRAPHIC - NINTH FLOOR PLAN

                                  [FLOOR PLAN]

<PAGE>

                                   ADDENDUM A

                         GRAPHIC - PENTHOUSE FLOOR PLAN

                                  [FLOOR PLAN]

<PAGE>

                                   ADDENDUM B

                            MESSER CONSTRUCTION CO.

                           CFC TOWER NO. 3 EXPANSION

                          Administrative Billing Rates

                                      2004

<TABLE>
<CAPTION>
              TITLE                          RATE
-----------------------------------------   ------
<S>                                         <C>
Operations Vice-President**                 $92.00
Senior Project Executive**                  $84.00
Principal Engr./Est./Dept. Head**           $76.00
General Superintendent*                     $75.00
Project Executive**                         $69.00
Pre-Construction Executive**                $66.00
Senior Project Manager*                     $61.00
Senior Superintendent*                      $60.50
Senior Engineer/Estimator*                  $58.00
Labor Coordinator*                          $55.00
Project Manager                             $48.90
IT Support                                  $46.00
Superintendent*                             $44.00
Safety Coordinator*                         $42.00
Project Engineer (Operations/Est./M-E)      $38.00
Project Office Manager/Project Accountant   $27.75
Co-op Engineer                              $21.75
Project Administrative Assistant            $21.50
</TABLE>

NOTES:

      1)    Rates with ** include vehicle expenses and cell phone

      2)    Rates with * include vehicle expenses

      3)    Rates include base wages, fringe benefits, taxes, and insurance

      4)    Rates are fixed for calendar year 2004. Rates are subject to
            adjustment on a yearly basis beginning January 1, not to exceed 5%
            adjustment per year

                                                               Revised 10/8/2004
<PAGE>

                                AMENDMENT NO. 1

                                       TO

                              AGC DOCUMENT NO. 410
                   STANDARD FORM OF DESIGN-BUILD AGREEMENT AND
               GENERAL CONDITIONS BETWEEN OWNER AND DESIGN-BUILDER
               (WHERE THE BASIS OF PAYMENT IS THE COST OF THE WORK
                   PLUS A FEE WITH A GUARANTEED MAXIMUM PRICE)

Pursuant to Paragraph 3.2 of the Agreement dated ______________________________-
between the Owner,_____________________________________________________________-
and the Design-Builder,________________________________________________________-
for _____________________________________________________________(the Project),-
the Owner and the Design-Builder desire to establish a Guaranteed Maximum Price
("GMP") for the Work. Therefore, the Owner and the Design-Builder agree as
follows:

                                    ARTICLE 1

                            GUARANTEED MAXIMUM PRICE

The Design-Builder's GMP for the Work, including the Cost of the Work as defined
in Article 8 and the Design-Builder's Fee as set forth in Paragraph 7.3,
is_____________________________________________________________________________-
Dollars ($ ___________________________________________________________________)-

The GMP is for the performance of the Work in accordance with the documents
listed below, which are part of the Agreement.

APPENDIX___  Drawings and Specifications, including Addenda, if any, dated
             ________________________________,___________________________pages.-

APPENDIX___  Allowance Items, dated __________________,__________________pages.-

APPENDIX___  Assumptions and Clarifications, dated___________, __________pages.-

APPENDIX___  Schedule of Work, dated _______________, ___________________pages.-

APPENDIX___  Alternate Prices, dated ________________, __________________pages.-

APPENDIX___  Unit Prices, dated ____________________, ___________________pages.-

APPENDIX___  Additional Services included, dated ____________, __________pages.-

AGC DOCUMENT NO. 410 - STANDARD FORM OF DESIGN-BUILD AGREEMENT AND GENERAL
CONDITIONS BETWEEN OWNER AND DESIGN-BUILDER (Where the Basis of Payment is the
Cost of the Work Plus a Fee with a Guaranteed Maximum Price)
(C) 1999, The Associated General Contractors of America

<PAGE>

                                    ARTICLE 2

                         DATE OF SUBSTANTIAL COMPLETION

The Date of Substantial Completion of the Work is ____________________________.-

                                    ARTICLE 3

                            DATE OF FINAL COMPLETION

The Date of Final Completion of the Work is: __________________________________-
or within____________(_________) days after the Date of Substantial Completion,-
subject to adjustments as provided for in the Contract Documents.              -

This Amendment is entered into as of _________________________________________.-


                                     OWNER: ___________________________________-

ATTEST: _________________________-   BY: ______________________________________-

                                     PRINT NAME: ______________________________-

                                     PRINT TITLE: _____________________________-


                                     DESIGN-BUILDER:___________________________-

ATTEST: _________________________-   BY: ______________________________________-

                                     PRINT NAME: ______________________________-

                                     PRINT TITLE: _____________________________-

AGC DOCUMENT NO. 410 - STANDARD FORM OF DESIGN-BUILD AGREEMENT AND GENERAL
CONDITIONS BETWEEN OWNER AND DESIGN-BUILDER (Where the Basis of Payment is the
Cost of the Work Plus a Fee with a Guaranteed Maximum Price)
(C) 1999, The Associated General Contractors of America

<PAGE>

                                     EXHIBIT NO. 1, DATED _____________________-

                              AGC DOCUMENT NO. 410
                          STANDARD FORM OF DESIGN-BUILD
                        AGREEMENT AND GENERAL CONDITIONS
                        BETWEEN OWNER AND DESIGN-BUILDER
              (WHERE THE BASIS OF PAYMENT IS THE COST OF THE WORK
                  PLUS A FEE WITH A GUARANTEED MAXIMUM PRICE)

                             DISPUTE RESOLUTION MENU

Pursuant to Paragraph 13.3, if neither direct discussions nor mediation
successfully resolve the dispute, the parties agree that the following shall be
used to resolve the dispute.

(Check the appropriate selection(s). These procedures can be used singularly, or
progressively, as agreed to by the parties.)

 [ ]  DISPUTE REVIEW BOARD The Dispute Review Board is composed of one member
      selected by the Owner, one selected by the Design-Builder, and a third
      member selected by the Owner and Design-Builder selected members. This
      Board shall be selected by the time construction commences, shall meet
      periodically, and shall make advisory decisions which may be introduced
      into evidence at any subsequent dispute resolution process. If a Dispute
      Review Board is selected, it is understood its review will precede
      mediation.

 [ ]  ADVISORY ARBITRATION Advisory Arbitration shall be pursuant to the
      Construction Industry Rules of the American Arbitration Association.

 [ ]  MINI TRIAL Each party, in the presence of senior management, shall submit
      its position to a mutually selected individual who shall make a
      non-binding recommendation to the parties. Such advisory decision may be
      introduced into evidence at any subsequent dispute resolution process.

 [X]  BINDING ARBITRATION Binding Arbitration shall be pursuant to the
      Construction Industry Rules of the American Arbitration Association
      unless the parties mutually agree otherwise. A written demand for
      arbitration shall be filed with the American Arbitration Association and
      the other party to the Agreement within a reasonable time after the
      dispute or claim has arisen, but in no event after the applicable statute
      of limitations for a legal or equitable proceeding would have run. The
      location of the arbitration proceedings shall be at the office of the
      American Arbitration Association nearest the Project, unless the parties
      agree otherwise. The arbitration award shall be final. Notwithstanding
      Paragraph 14.2, this agreement to arbitrate shall be governed by the
      Federal Arbitration Act and judgment upon the award may be confirmed in
      any court having jurisdiction.

 [ ]  LITIGATION Action may be filed in the appropriate state or federal court
      located in the jurisdiction in which the Project is located.

AGC DOCUMENT NO. 410 - STANDARD FORM OF DESIGN-BUILD AGREEMENT AND GENERAL
CONDITIONS BETWEEN OWNER AND DESIGN-BUILDER (Where the Basis of Payment is the
Cost of the Work Plus a Fee with a Guaranteed Maximum Price)
(C) 1999, The Associated General Contractors of America