EX-10.2






Exhibit 10.2




August 24, 2009









Cincinnati Financial Corporation

221 East Fourth Street

Cincinnati, OH 45202




	 	 	 
	Attn:

	 	Eric Matthews
	Phone:

	 	(513) 870-2638
	Email:

	 	eric_mathews@cinfin.com
	 
	 	 
	From:

	 	Sean McMurray
	Phone:

	 	(412) 762-7765







			
	Subject:	 	Reference #: 014c001_10033 — Confirmation of Swap
Transaction dated as of August 24, 2009, between
Cincinnati Financial Corporation and PNC Bank, National
Association.




Dear Mr. Johnston:



The purpose of this letter agreement is to confirm the terms and conditions of the rate swap
transaction (the “Transaction”) entered into between Cincinnati Financial Corporation
(“COUNTERPARTY”) and PNC Bank, National Association (“PNC”) on the Trade Date specified below. By
signing below, COUNTERPARTY acknowledges that it has consented to receive this Confirmation via
electronic mail.





	1.	 	The definitions and provisions contained in the 2006 ISDA Definitions (as published by the
International Swaps and Derivatives Association, Inc.) and any addenda or revisions thereto,
are incorporated into this Confirmation. In the event of any inconsistency between those
definitions and provisions and this Confirmation, this Confirmation will govern.
	 
	2.	 	This Confirmation constitutes a “Confirmation” as referred to in, and supplements, forms part
of and is subject to, that certain ISDA Master Agreement and related Schedule between
COUNTERPARTY and PNC, dated as of April 10, 2001 (as amended, modified, renewed or restated
from time to time, the “ISDA Master Agreement”). All provisions contained in or incorporated
by reference in such ISDA Master Agreement shall govern this Confirmation, except as modified
expressly below. In the event of any inconsistency between the provisions of such ISDA
Master Agreement and this Confirmation, this Confirmation will govern for purposes of the
Transaction.
	 
	3.	 	Each party represents to the other party that:






	 	(a)	 	It is acting for its own account as principal, and it has made its own
independent decisions to enter into the Transaction and as to whether the Transaction
is appropriate or proper for it based upon its own judgment and upon advice from such
advisers as it has deemed necessary to permit it to evaluate the merits and risks of
the Transaction. It is not relying on any communication (written or oral) of the other
party as investment advice or as a recommendation to enter into the Transaction; it
being understood that information and explanations related to the terms and conditions
of the Transaction shall not be considered investment advice or a recommendation to
enter into the Transaction. No communication (written or oral) received from the other
party shall be deemed to be an assurance or guarantee as to the expected results of the
Transaction.
	 
	 	(b)	 	It is capable of assessing the merits of and understanding (on its own behalf
or through independent professional advice), and understands and accepts, the terms,
conditions and risks of the Transaction. It is also capable of assuming, and assumes,
the risks of the Transaction.
	 
	 	(c)	 	The other party is not acting as a fiduciary for or an adviser to it in respect
of the Transaction.
	 
	 	(d)	 	It has entered into the Transaction in connection with a line of its business
and for purposes of hedging and not for the purpose of speculation.




 









 











Cincinnati Financial Corporation

August 24, 2009

Page 2





	4.	 	The terms of the Transaction to which this Confirmation relates are as follows:





	 	 	 	 	 
	 

	 	Type of Transaction:
	 	Rate Swap Transaction
	 
	 	 	 	 
	 

	 	Notional Amount:
	 	USD 49,000,000.00
	 
	 	 	 	 
	 

	 	Trade Date:
	 	August 24, 2009
	 
	 	 	 	 
	 

	 	Effective Date:
	 	August 29, 2009
	 
	 	 	 	 
	 

	 	Termination Date:
	 	August 29, 2012.
	 
	 	 	 	 
	 

	 	Fixed Amounts:	 	 
	 
	 	 	 	 
	 

	 	Fixed Rate Payer:
	 	COUNTERPARTY
	 
	 	 	 	 
	 

	 	Fixed Rate Payer
Payment Dates:
	 	The 29th day of each November, February, May and August (last
calendar day in February), commencing on November 29, 2009 and ending on the
Termination Date, subject to adjustment in accordance with the Modified Following
Business Day Convention.
	 
	 	 	 	 
	 

	 	Fixed Rate:
	 	2.245%
	 
	 	 	 	 
	 

	 	Fixed Rate Day
Count Fraction:
	 	Actual / 360
	 
	 	 	 	 
	 

	 	Business Days:
	 	New York
	 
	 	 	 	 
	 

	 	Floating Amounts:	 	 
	 
	 	 	 	 
	 

	 	Floating Rate Payer:
	 	PNC
	 
	 	 	 	 
	 

	 	Floating Rate Payer
Payment Dates:
	 	The 29th day of each November, February, May and August (last
calendar day in February), commencing on November 29, 2009 and ending on the
Termination Date, subject to adjustment in accordance with the Modified Following
Business Day Convention.
	 
	 	 	 	 
	 

	 	Floating Rate for
Initial Calculation
Period:
	 	To be Determined
	 
	 	 	 	 
	 

	 	Reset Dates:
	 	The 29th day of each November, February, May and August
(last calendar day in February), commencing on August 29, 2009 and ending on May 29,
2012, subject to adjustment in accordance with the Modified Following Business Day
Convention.
	 
	 	 	 	 
	 

	 	Floating Rate Option:
	 	USD-LIBOR-BBA-Bloomberg; provided, however, that the
reference to “London Banking Days” that appears in the 4th line of the
definition of “USD-LIBOR-BBA-Bloomberg” is replaced with “New York Banking Days”
(which for purposes of the Transaction means any day other than a Saturday or Sunday






 









 






Cincinnati Financial Corporation

August 24, 2009

Page 3




	 	 	 	 	 
	 

	 	 	 	or a legal holiday on which commercial banks are authorized or
required by law to be closed for business in New York, New York) .
	 
	 	 	 	 
	 

	 	Designated Maturity:
	 	Three (3) Months
	 
	 	 	 	 
	 

	 	Spread:
	 	0 %
	 
	 	 	 	 
	 

	 	Floating Rate Day
Count Fraction:
	 	Actual / 360
	 
	 	 	 	 
	 

	 	Business Days:
	 	New York
	 
	 	 	 	 
	 

	 	Compounding:
	 	Not Applicable
	 
	 	 	 	 
	 

	 	Additional Provisions:	 	 
	 
	 	 	 	 
	 

	 	Additional Termination
Event:
	 	The following event shall constitute an Additional Termination Event under the Master
Agreement (and in such event, COUNTERPARTY shall be the sole Affected Party): that
certain Credit Agreement, dated no later than August 31, 2009, between COUNTERPARTY and
PNC (as amended, modified, supplemented, renewed or restated at any time from time to
time): (a) matures or expires prior to the Termination Date, or (b) is terminated or
cancelled prior to the Termination Date by any party for any reason.
	 
	 	 	 	 
	 

	 	General Terms:	 	 
	 
	 	 	 	 
	 

	 	Calculation Agent:
	 	PNC
	 
	 	 	 	 
	 

	 	Jury Waiver:
	 	EACH PARTY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW,
ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY ACTION OR PROCEEDING ARISING
OUT OF OR RELATING TO THIS CONFIRMATION OR THE TRANSACTION EVIDENCED HEREBY.
	 
	 	 	 	 
	 

	 	Governing Law:
	 	The Transaction shall be governed by and construed in accordance with the
laws of the State of New York, without reference to the choice of law doctrine.
	 
	 	 	 	 
	 

	 	Execution in
Counterparts:
	 	This Confirmation may be executed in counterparts, each of which shall be an
original and both of which when taken together shall constitute the same agreement.
Transmission by facsimile, e-mail or other form of electronic transmission of an
executed counterpart of this Confirmation shall be deemed to constitute due and
sufficient delivery of such counterpart.
	 
	 	 	 	 
	 

	 	Electronic Records
and Signatures:
	 	It is agreed by the parties that the use of electronic signatures
and the keeping of records in electronic form be granted the same legal effect,
validity and enforceability as a signature affixed by hand or the use of a paper-based
record keeping system (as the case may be) to the extent and as provided for in any
applicable law.






 









 






Cincinnati Financial Corporation

August 24, 2009

Page 4




	 	 	 	 	 	 	 
	 	 	Payment Instructions:	 	Payments to PNC shall be made in immediately available funds to:
	 
	 	 	 	 	 	 
	 

	 	 	 	Bank:
	 	PNC Bank, Pittsburgh
	 

	 	 	 	ABA #:
	 	043-000-096
	 

	 	 	 	Account #:	 	 
	 

	 	 	 	Account of:

 Attn.:
	 	Investment Operations

Derivative Products
	 
	 	 	 	 	 	 
	 	 	 	 	Payments to COUNTERPARTY shall be made in immediately available funds
to:
	 
	 	 	 	 	 	 
	 

	 	 	 	Bank:
	 	Fifth Third Bank
	 

	 	 	 	ABA #:
	 	042-000-314
	 

	 	 	 	Account #:	 	 
	 

	 	 	 	Account of:
	 	Cincinnati Financial
	 
	 	 	 	 	 	 
	 	 	 	 	PAYMENT ADVICE NOTIFICATION SHALL BE DELIVERED VIA

E-MAIL TO THE FOLLOWING ADDRESS:
	 
	 	 	 	 	 	 
	 	 	 	 	E-Mail Address: eric_mathews@cinfin.com
	 
	 	 	 	 	 	 
	 	 	Please confirm that the foregoing correctly sets forth the terms of our agreement concerning
the Transaction by signing this Confirmation where indicated below and returning a signed
copy to Milen Stanoev either by fax (at (412)768-2466), or by overnight delivery (c/o PNC
Bank, National Association, One PNC Plaza — 9th Floor, 249 Fifth Avenue,
Pittsburgh, PA 15222, Attn: Milen Stanoev), or by e-mail to: deriv_confirms@pnc.com,
provided that you wish to return your signed copy by e-mail, please first contact
your derivatives marketer.
	 
	 	 	 	 	 	 
	 	 	Please retain a signed copy of this Confirmation for your records. Should you have any
questions, please call Milen Stanoev at (412) 762-4746.






	 	 	 	 	 	 	 
	Yours Sincerely,	 	Accepted and agreed as of the date first above written:	 	 
	 
	 	 	 	 	 	 
	PNC BANK, NATIONAL ASSOCIATION	 	CINCINNATI FINANCIAL CORPORATION	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/S/ Steven J. Johnston	 	 
	 

	 	 	 	 	 	 
	 

	 	Name:
	 	Steven J. Johnston	 	 
	 

	 	Title:
	 	Chief Financial Officer