EX-10.34



 





Exhibit
10.34




STOCK PURCHASE AGREEMENT




     THIS STOCK PURCHASE AGREEMENT (Agreement), dated September 5, 2007, is by and between
Cincinnati Financial Corporation, an Ohio Corporation (Cincinnati Financial), and The Huntington
National Bank, Trustee of the E. Perry Webb Marital Trust, Number 1315022309 originally dated
February 9, 1978 (Trust) and as amended from time to time.



     WHEREAS, the Trust currently owns and desires to sell 193,750 shares (the Stock) of Cincinnati
Financial’s common stock, par value of $2.00 per share (the Common Stock); and



     WHEREAS, the Trust desires to sell to Cincinnati Financial and Cincinnati Financial desires to
purchase from the Trust the Stock upon the terms and conditions hereinafter provided;



     NOW THEREFORE, in consideration of the foregoing, in reliance upon representations and
warranties contained here, and subject to the conditions contained here, the parties hereto,
intending to be legally bound hereby, agree as follows:



ARTICLE I




PURCHASE AND SALE OF SHARES




     Section 1.1 Purchase and Sale of Common Stock. Subject to the terms and conditions
set forth in this Agreement, the Trust hereby agrees to sell, transfer, convey and assign to
Cincinnati Financial, and Cincinnati Financial hereby agrees to purchase from the Trust, the Stock
at a cash purchase price determined in accordance with Section 1.2 below.



     Section 1.2 Purchase Price. The aggregate purchase price (the Purchase Price) which
Cincinnati Financial shall pay to the Trust for the Stock on the Closing Date in accordance with
Section 1.4 below, shall be equal to the product of (a) 193,750 multiplied by (b) the average of
the high and low sales prices of the Common Stock on the NASDAQ National Market on September 6,
2007 and September 7, 2007.



     Section 1.3 Closing. The closing of the purchase and sale of the Stock (the Closing)
shall be at 10:00am Eastern Time at the offices of Cincinnati Financial, 6200 S. Gilmore Road,
Fairfield, Ohio 45014-5141 on 10th day of September, 2007 (the Closing Date);
provided, that the conditions set forth in Article III of this Agreement have been
satisfied or waived; and provided further, that the Closing may occur on such other date or
at such other time or place as the parties may mutually agree in writing in order to satisfy
delivery of the Stock subject to this Agreement as provided in Section 1.4, below.



     1.4 Closing Deliveries. At the Closing, Trustee shall deliver the above referenced
193,750 shares of the Common Stock to Cincinnati Financial or for the



1









 







account of Cincinnati Financial according to delivery instructions provided to Trustee and
Cincinnati Financial shall pay to the Trust the Purchase Price by direct deposit of the Purchase
Price directly into one or more accounts designated by the Trust in writing to Cincinnati
Financial.



ARTICLE II




REPRESENTATIONS AND WARRANTIES




     Section 2.1 Representations of Cincinnati Financial. Cincinnati Financial hereby
represents and warrants to the Trust as follows:




	 	(a)	 	Cincinnati Financial is an Ohio corporation validly subsisting and in good
standing under the laws of the State of Ohio and has all requisite corporate power and
authority to enter into this Agreement and consummate the transaction contemplated
hereby.
	 
	 	(b)	 	Upon execution of this Agreement by Cincinnati Financial, this Agreement will
be duly authorized, executed and delivered by Cincinnati Financial, and will
constitute a valid and binding obligation of Cincinnati Financial, enforceable against
Cincinnati Financial in accordance with its terms, subject to applicable bankruptcy,
reorganization, insolvency, moratorium or similar laws affecting creditors’ rights
generally and general principles of equity.
	 
	 	(c)	 	No authorization, consent or approval of or with any third person, any court,
any public body or any regulatory or other authority is necessary for the consummation
by Cincinnati Financial of the transactions contemplated by this Agreement, except for
those which if not obtained would not materially adversely affect Cincinnati
Financial’s ability to perform its obligations hereunder. The execution, delivery and
performance of this Agreement by Cincinnati Financial will not constitute a breach,
violation or default (or an event which, with notice or lapse of time or both, will
constitute a default) under, or result in the termination or acceleration under, or
result in a creation of any lien or encumbrance upon any of the properties or assets
of Cincinnati Financial under any note, bond, mortgage, indenture, deed of trust,
license, lease, agreement or any other instrument as to which Cincinnati Financial is
a party and by which its properties or assets are bound, except any of such which
would not materially aversely affect Cincinnati Financial’s ability to perform its
obligations hereunder.





     Section 2.2 Representations of the Trust. The Trust hereby represents and warrants
to Cincinnati Financial as follows:




	 	(a)	 	The Trust has the power and authority to enter into this Agreement and to
consummate the transactions contemplated hereby.




2









 












	 	(b)	 	The Trust has good and valid title to the Stock free and clear of any lien,
claim, pledge, security interest or other encumbrance whatsoever.
	 
	 	(c)	 	Upon execution of this Agreement by the Trust, this Agreement will have been
duly and validly executed and delivered by the Trust, and will constitute a valid and
binding obligation of the Trust, enforceable against the Trust in accordance with its
terms, subject to applicable bankruptcy, reorganization, insolvency, moratorium or
similar laws affecting creditors’ rights generally and general principles of equity.
	 
	 	(d)	 	No authorization, consent or approval of or with any third person, any court,
any public body or any authority is necessary for the consummation by the Trust of the
transactions contemplated by this Agreement, except for those which if not obtained
would not materially adversely affect the Trust’s ability to perform its obligations
hereunder. The execution, delivery and performance of this Agreement by the Trust
will not constitute a breach, violation or default (or an event which, with notice or
lapse of time or both, will constitute a default) under, or result in the termination
of, accelerate the performance required by, result in the right of termination or
acceleration under, or result in a creation of any lien or encumbrance upon any of the
properties or assets of the Trust under, any note, bond, mortgage, indenture, deed of
trust, license, lease, agreement or other instrument as to which the Trust is a party
and by which its properties or assets are bound, except for any of such which would
not materially adversely affect the Trust’s ability to perform its obligations
hereunder.
	 
	 	(e)	 	The Trust has entered into this Agreement, and the transactions contemplated
by this Agreement, freely and without any pressure from Cincinnati Financial to sell
the Stock to Cincinnati Financial.





ARTICLE III




CONDITION PRECEDENT




     Cincinnati Financial’s and the Trust’s obligation to consummate the transactions contemplated
by this Agreement are subject to the fulfillment on or prior to the Closing Date of the following
conditions, unless waived by Cincinnati Financial or the Trust, as applicable.



     Section 3.1 Injunction and Litigation. There shall be pending or in effect no
injunction, writ, preliminary restraining order, statute, law, rule, regulation, executive order or
any other order of any nature directing that the transactions contemplated by this Agreement not be
consummated as herein provided or otherwise seeking to restrain or prohibit the transactions
contemplated by this Agreement, or which have the effect of so restraining or prohibiting, and none
of such shall be threatened, and there shall not be any suit, action, investigation, inquiry or
other proceeding instituted, pending or threatened by



3









 







any governmental entity challenging or seeking to make illegal or otherwise directly or indirectly
restrain or prohibit or make materially more costly to Cincinnati Financial or the Trust the
consummation of the transaction contemplated hereby or seeking to obtain material damages in
connection with such transaction.



     Section 3.2 Deliveries. The deliveries contemplated by Section 1.4 shall have been
made.



ARTICLE VI.




MISCELLANEOUS




     Section 4.1 Governing Law. This Agreement shall be construed under and governed by
the laws of the State of Ohio, without regard to the conflicts of laws rules of such state.



     Section 4.2 Further Instruments and Actions. Each party agrees to deliver any
further instruments and to take any further actions that may be responsibly requested by the other,
or counsel for the other, in order to carry out the provisions and purposes of this Agreement.



     Section 4.3 Notices. All notices, requests or other communications to be given
hereunder shall be in writing and shall be delivered personally, sent by registered or certified
mail, postage prepaid, by overnight courier with written confirmation of delivery or by facsimile
transmission with written confirmation of error-free transmission:



     If to Cincinnati Financial:


Cincinnati Financial Corporation

6200 S. Gilmore Road

Fairfield, Ohio 45014-5141

Attn: Lisa A. Love, Esq.

Telephone No.: (513) 870-2288

Facsimile No.: (513) 603-5700




     With a copy to:


Dinsmore & Shohl LLP

1900 Chemed Center

255 East Fifth Street

Cincinnati, Ohio 45202-4720

Attn: Charles F. Hertlein, Jr., Esq.

Telephone No.: (513) 977-8315

Facsimile No.: (513) 977-8327




4









 








If to the Trust:



Robert J. Meredith, Esq.

P.O. Box 1217

Lima, Ohio 45802-1217

Telephone No.: (419) 228-6365

Facsimile No.: (419) 228-5319




     Section 4.4 Headings. The descriptive article and section headings herein are
inserted for convenience of reference only and are not intended to be part of or to affect the
meaning or interpretation of this Agreement.



     Section 4.5 Entire Agreement. This Agreement constitutes the entire agreement
between the parties with respect to the sale and transfer of the Stock, and there are no
agreements, conditions or understandings, either oral or written, between Cincinnati Financial and
the Trust relating to these matters other than those that are contained in this Agreement. This
Agreement may be altered or amended only by a written agreement signed by both Cincinnati Financial
and the Trust.



     Section 4.6 Counterparts. This Agreement may be executed in one or more
counterparts, each of which shall be deemed an original, but all of which together shall constitute
one and the same agreement.


IN WITNESS WHEREOF, the parties have executed this Agreement as of the day and year first above
written.




	 	 	 	 	 
	 	CINCINNATI FINANCIAL CORPORATION

 	 
	 	By:  	 	 
	 	 	Name:  	Kenneth W. Stecher 	 
	 	 	Title:  	Chief Financial Officer, Executive Vice
President, Secretary and Treasurer 	 
	 



	 	 	 	 	 
	 	THE HUNTINGTON NATIONAL BANK,
TRUSTEE OF E. PERRY WEBB

MARITAL
TRUST, NUMBER 1315022309

 	 
	 	By:  	 	 
	 	 	Name:  	Robert E. Shenk 	 
	 	 	Title:  	Vice President, Trust Officer 	 
	 




5