EX-10.38






Exhibit 10.38




CINCINNATI FINANCIAL CORPORATION

TOP HAT SAVINGS PLAN




As Amended And Restated Effective January 1, 2009




 









 





TABLE OF CONTENTS




	 	 	 	 	 	 	 
	ARTICLE I

	 	DEFINITIONS
	 	 	2	 
	 
	 	 	 	 	 	 
	ARTICLE II

	 	DEFERRALS, MATCHING ALLOCATIONS AND SUPPLEMENTAL BENEFIT ALLOCATIONS
	 	 	6	 
	 
	 	 	 	 	 	 
	ARTICLE III

	 	INVESTMENTS
	 	 	7	 
	 
	 	 	 	 	 	 
	ARTICLE IV

	 	PLAN BENEFITS
	 	 	8	 
	 
	 	 	 	 	 	 
	ARTICLE V

	 	CLAIMS
	 	 	12	 
	 
	 	 	 	 	 	 
	ARTICLE VI

	 	PLAN ADMINISTRATION
	 	 	15	 
	 
	 	 	 	 	 	 
	ARTICLE VII

	 	MISCELLANEOUS PROVISIONS
	 	 	16	 






 









 





PREAMBLE




     Cincinnati Financial Corporation adopted the Cincinnati Financial Corporation Top Hat Savings
Plan (the “Plan”) effective January 1, 1996. The Plan was amended and restated effective as of
January 1, 2009. The Plan is an unfunded deferred compensation arrangement for a select group of
management or highly compensated employees and is intended to qualify as a “top-hat plan” for
purposes of the Employee Retirement Income Security Act of 1974, as amended (“ERISA”). The Plan is
also intended to comply with Section 409A of the Internal Revenue Code of 1986, as amended (the
“Code”) and the regulations thereunder.



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ARTICLE I




DEFINITIONS



1.1 “Account” means the bookkeeping account maintained for purposes of determining a Participant’s
interest in the Plan. A Participant’s Account may include the following subaccounts.





	 	(a)	 	Deferred Compensation Account.
	 
	 	(b)	 	Matching Allocations Account.
	 
	 	(c)	 	Supplemental Benefit Account.




1.2 “Beneficiary” means the person or persons entitled to receive Plan benefits (if any) payable
after a Participant’s death as the Participant’s Beneficiary (and contingent Beneficiaries, if
applicable). A Beneficiary (or contingent Beneficiary) designation must be made in accordance with
the Committee’s procedures during a Participant’s lifetime. A Participant may only change his
beneficiary designation in accordance with the Committee’s procedures. If a Participant does not
designate a Beneficiary, the Beneficiary will be the Participant’s surviving spouse. If there is
no spouse, the Beneficiary will be the estate of the last to die of the Participant or his
designated Beneficiary.



1.3 “Code” means the Internal Revenue Code of 1986, as amended.



1.4 “Committee” means the committee appointed by Cincinnati Financial Corporation which is
responsible for the Plan’s administration.



1.5 “Compensation” means the amount determined in accordance with (a) and (b) below:





	 	(a)	 	Amounts Included In Compensation. Subject to (b) below, the following amounts are
included in Compensation.





          (1) Wages, salaries, fees for professional services, and other amounts received (without
regard to whether or not an amount is paid in cash) for personal services actually rendered in the
course of employment with the Employer, to the extent that the amounts are includible in gross
income (or to the extent amounts would have been received and includible in gross income but for an
election under Code §§125(a), 132(f)(4), 402(e)(3), 402(h)(1)(B), 402(k), or 457(b), and without
regard to the exclusions from gross income under Code §§872, 893, 894, 911, 931, and 933). These
amounts include, but are not limited to, commissions paid to salespersons, compensation for
services on the basis of a percentage of profits, commissions on insurance premiums, tips, bonuses,
fringe benefits, and reimbursements or other expense allowances under a non-accountable plan as
described in Treas. Reg. §1.62-2(c).



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          (2) Payments made within 21/2 months after severance from employment (within the meaning of Code
§401(k)(2)(B)(i)(I)) or if later, the end of the Plan Year during which the severance occurred,
will be Compensation if they are payments that, absent a severance from employment, would have been
paid to the Employee while the Employee continued in employment with the Employer and are regular
compensation for services during the Employee’s regular working hours, compensation for services
outside the Employee’s regular working hours (such as overtime or shift differential), commissions,
bonuses, and other similar compensation. Payments for accrued bona fide sick, vacation or other
leave will also be included, but only if the Employee would have been able to use the leave if
employment had continued. Any payments not described above are not considered Compensation if paid
after severance from employment, even if they are paid within 21/2 months following severance from
employment or within the appropriate Plan Year.




	 	(b)	 	Amounts Not Included In Compensation. Notwithstanding (a) above, the following
amounts are not included in Compensation.





          (1) Amounts described in Code §§104(a)(3), 105(a), or 105(h), but only to the extent that
these amounts are includible in the gross income of the employee.



          (2) Amounts paid or reimbursed by the Employer for moving expenses incurred by the Employee,
but only to the extent that at the time of the payment it is reasonable to believe that these
amounts are not deductible by the Employee under Code §217.



          (3) The value of a non-statutory option (which is an option other than a statutory option as
defined in Treas. Reg. §1.421-1(b)) granted to an Employee by the Employer, but only to the extent
that the value of the option is includible in the gross income of the Employee for the taxable year
in which granted.



          (4) The amount includible in the gross income of an Employee upon making the election
described in Code §83(b).



          (5) Amounts that are includible in the gross income of an Employee under the rules of Code
§§409A or 457(f)(1)(A), or because the amounts are constructively received by the Employee.



          (6) Contributions (other than elective contributions described in Code §§402(e)(3), 408(k)(6),
408(p)(2)(A)(i), or 457(b)) made by the Employer to a plan of deferred compensation (including a
simplified employee pension described in Code §408(k) or a simple retirement account described in
Code §408(p), and whether or not qualified) to the extent that the contributions are not includible
in the gross income of the Employee for the taxable year in which contributed. Any distributions
from a plan of deferred compensation (whether or not qualified), are not considered Compensation
regardless of whether such amounts are includible in the gross income of the Employee when
distributed.



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          (7) Amounts realized from the exercise of a non-statutory option (which is an option other
than a statutory option as defined in Treas. Reg. §1.421-1(b)), or when restricted stock or other
property held by an Employee either becomes freely transferable or is no longer subject to a
substantial risk of forfeiture.



          (8) Amounts realized from the sale, exchange, or other disposition of stock acquired under a
statutory stock option (as defined in Treas. Reg. §1.421-1(b)).



          (9) Other amounts that receive special tax benefits, such as premiums for group-term life
insurance (but only to the extent that the premiums are not includible in the gross income of the
employee and are not salary reduction amounts that are described in Code §125).



          (10) Other items of remuneration that are similar to any of the items listed in (6) through
(9) above.



          (11) The following items (even if includible in gross income): (a) reimbursements or other
expense allowances; (b) fringe benefits (cash and non-cash); (c) moving expenses; (d) deferred
compensation (including, but not limited to, contributions to, or distributions from, the
Cincinnati Financial Corporation Associate Bonus Deferral Plan and contributions to, or
distributions from, any other deferred compensation plan maintained by the Employer); (e) welfare
benefits; and (f) all cash and non-cash bonuses (such as bonuses paid in the form of Cincinnati
Financial Corporation stock), except for CinFin Capital Management Company bonuses, year-end cash
bonuses, and field management bonuses.


1.6 “Deferred Bonus” means a distribution from the Cincinnati Financial Corporation Associate Bonus
Deferral Plan.



1.7 “Deferred Compensation Account” means the subaccount established as a bookkeeping account to
reflect amounts deferred by a Participant under Section 2.2, as adjusted in accordance with Article
III, and reduced by distributions under Article IV.



1.8 “Eligible Executive” means an Executive: (a) who is not a participant accruing benefits under
the Supplemental Retirement Plan; and (b) whose Compensation for the Plan Year exceeds the Code
§401(a)(17) compensation limit.



1.9 “Employee” means an individual who performs services for the Employer as a common law employee
and who is considered by the Employer to be an Employee for purposes of the Plan. A determination
by any entity (including courts and governmental entities) that an individual is an employee of the
Employer for any other purpose, will have no affect on the determination of whether the individual
is an Employee under the Plan if the Employer does not consider the individual to be its Employee
for purposes of the Plan.



1.10 “Employer” means Cincinnati Financial Corporation, its successors, assigns and affiliates.




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1.11 “ERISA” means the Employee Retirement Income Security Act of 1974, as amended.



1.12 “Executive” means: (a) an Employee whose Compensation is projected to meet or exceed 120% of
the indexed amount under Code §414(q)(1)(B)(i) for a Plan Year; or (b) an Employee designated by
the Committee as eligible to participate in the Plan.



1.13 “Matching Allocations Account” means the subaccount established as a bookkeeping account to
reflect the matching allocations made by the Employer pursuant to Section 2.4, as adjusted by
earnings under Article III, and as reduced by distributions under Article IV.



1.14 “Participant” means an Executive who has a right to Plan benefits.



1.15 “Plan” means the Cincinnati Financial Corporation Top Hat Savings Plan as set forth in this
document, as may be amended from time to time.



1.16 “Plan Year” means the 12-consecutive month period beginning on January 1st.



1.17 “Separation From Service” means a Participant’s “separation from service” (as defined by Code
§409A and the regulations thereunder) with the Employer and all related employers under Code §414.



1.18 “Specified Employee” means “specified employee” as defined by Code §409A and the regulations
thereunder.



1.19 “Supplemental Benefit Account” means the subaccount established as a bookkeeping account to
reflect supplemental benefit allocations under Section 2.5, as adjusted by earnings under Article
III, and as reduced by distributions under Article IV.



1.20 “Supplemental Retirement Plan” means the Cincinnati Financial Corporation Supplemental
Retirement Plan.



1.21 “Tax-Qualified Savings Plan” means the Cincinnati Financial Corporation Tax-Qualified Savings
Plan.



1.22 “Unforeseeable Emergency” means a severe financial hardship to a Participant resulting from:
(a) an illness or accident of the Participant or his spouse, Beneficiary or dependent (as defined
by Code §152 without regard to Code §152(b)(1), (b)(2) and (d)(1)(B)); (b) loss of the
Participant’s property due to casualty or other similar extraordinary and unforeseeable
circumstances arising as a result of events beyond the Participant’s control; or (c) other
circumstances or events within the meaning of “unforeseeable emergency” under Code §409A and the
regulations thereunder.



1.23 “Years of Service” means “years of service” as defined by the Tax-Qualified Savings
Plan.




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ARTICLE II




DEFERRALS, MATCHING ALLOCATIONS AND SUPPLEMENTAL BENEFIT ALLOCATIONS



2.1 Deferral Amounts. An Executive may elect to defer whole percentages of his
Compensation and/or Deferred Bonus for a Plan Year.



2.2 Deferral Elections.





	 	(a)	 	Form Of Deferral Elections. In order to defer amounts described in Section 2.1,
an Executive must make a written election in the form required by the Committee. The election must
be made before the earlier of: (1) the date specified by the Committee; (2) with respect to
Compensation, the 1st day of the Plan Year to which the election relates; and (3) with
respect to a Deferred Bonus, the 1st day of the Plan Year preceding the Plan Year to
which it relates.
	 
	 	(b)	 	Irrevocability Of Deferral Elections. An Executive’s deferral election generally
will become irrevocable on the day preceding the date specified in Section 2.2(a)(2) above, with
respect to Compensation, or Section 2.2(a)(3) above, with respect to a Deferred Bonus. However,
the deferral election may be cancelled: (1) upon the occurrence of an Unforeseeable Emergency; or
(2) if a Participant takes a hardship distribution from the Tax Qualified Savings Plan.




2.3 Reduction Of Compensation. Compensation otherwise payable to an Executive during a
Plan Year will be reduced by the amount of his deferral election under Section 2.1. The deferred
amounts will be credited to the Executive’s Deferred Compensation Account at the time determined by
the Committee.



2.4 Matching Allocations. An Eligible Executive may receive a matching allocation for a
Plan Year, equal to 100% of the amounts he elected to defer under Section 2.1 up to the first 6% of
his Compensation that exceeds the Code §401(a)(17) compensation limit. Matching allocations will
be credited to the Eligible Executive’s Matching Allocations Account at the time determined by the
Committee.



2.5 Supplemental Benefit Allocations. An Executive whose benefit accruals under the
Supplemental Retirement Plan were frozen as of December 31, 2008 and who did not become entitled to
payment of his benefits under the Supplemental Retirement Plan as of December 31, 2008 will have
the amount of his frozen accrued benefit transferred to the Plan in accordance with section 4.5 of
the Supplemental Retirement Plan. Such amount will be allocated to his Supplemental Benefit
Account as of January 1, 2009 or the date otherwise determined by the Committee.




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ARTICLE III




INVESTMENTS



3.1 Initial Investment Elections. At the time an Executive first becomes eligible to
participate in the Plan, he may elect how his Account is invested among hypothetical investment
alternatives determined by the Committee. The election must be made in the manner required by the
Committee. If a Participant fails to make an initial investment election, his Account will be
invested in the manner determined by the Committee until the Participant makes a proper investment
election.



3.2 Changing Investment Elections. A Participant may elect to change his investment
elections with respect to his Account in the manner, and at the times, determined by the Committee.
A Participant’s investment elections will become effective within a reasonable time pursuant to
rules established by the Committee.



3.3 Earnings Index And Account Adjustments. A Participant’s investment elections will only
be used as an index to determine earnings or losses credited or debited to his Account. A
Participant’s Account will be increased or decreased as if they had accrued earnings or losses at
the rate corresponding to the Participant’s hypothetical investment elections. The Committee will
determine the time and method of Account adjustments and the recordkeeping methodologies that will
be used.



3.4 Hypothetical Investment Alternatives. The Committee may select (or change) the Plan’s
hypothetical investment alternatives at any time. A Participant’s election of a hypothetical
investment alternative will not be considered as an investment of assets on behalf of the
Participant. If the Committee decides to invest assets in any of the Plan’s hypothetical
investment alternatives, no Participant or Beneficiary will have rights to those invested amounts.





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ARTICLE IV




PLAN BENEFITS



4.1 Vesting.





	 	(a)	 	Deferred Compensation And Supplemental Benefit Accounts. A Participant’s right to
amounts in his Deferred Compensation Account and Supplemental Benefit Account will be fully vested
at all times.
	 
	 	(b)	 	Matching Allocations Account. A Participant’s right to amounts in his Matching
Allocations Account will become vested in accordance with the following schedule.





	 	 	 	 	 
	Years of Service	 	Vested Percentage
	Less than 3 Years of Service
	 	 	0	%
	3 or more Years of Service
	 	 	100	%





4.2 Form Of Benefit Payments. When an Executive makes his first deferral election under
Article II, he also will elect how the vested amounts in his Account will be paid in accordance
with (a) through (d) below.





	 	(a)	 	Affirmative Benefit Payment Elections. A Participant may elect to have the vested
amounts in his Account paid, in cash (unless otherwise provided in (d) below) and in forms
described in (1) and (2) below. An election must be in writing and made in the manner required by
the Committee.





          (1) A single lump sum payment.



          (2) Equal monthly installment payments which last no less than 12 months or more than 120
months. A Participant will continue to have the same investment election rights as Participants
who are not receiving installment payments, and his Account will continue to be adjusted in
accordance with Article III until the final installment payment is made. For purposes of Code
§409A, installment payments are treated as a single payment.




	 	(b)	 	Changes In Benefit Payment Elections. A Participant may change his affirmative
payment election described in (a) above at any time prior to his Separation From Service. The
election must be in writing (and made in the manner required by the Committee) and the Participant
must satisfy (1) through (3) below.





          (1) The new payment election must be filed with the Committee at least 12 months prior to the
date the Participant’s benefits would have otherwise been paid (or commenced) under the previous
election.




8











 





          (2) The Participant’s new payment election must defer the payment (or commencement) of his
benefits at least 5 years from the date his benefits would have otherwise been paid (or commenced)
under the previous election.




          (3) The Participant may not make a new election which accelerates the time his benefits will
be paid (or commence) unless permitted by Code §409A (and the regulations thereunder) and the Plan.




     (c) Default Benefit Payment Elections. If a Participant had not made an affirmative
payment election under (a) above at the time of his Separation From Service, payment of the vested
amount in his Account will automatically be made in a single lump sum payment.



     (d) Payment Of Benefits In CFC Stock. If a Participant elected to invest in the
Cincinnati Financial Corporation stock fund (if that’s an available hypothetical investment
alternative under the Plan), the Committee may allow him to elect to receive the vested amount in
his Account in the form of whole shares of Cincinnati Financial Corporation stock. Fractional
shares will be paid in cash and expenses attributable to the election may be deducted from the
Participant’s Account.



4.3 Commencement Of Benefits.




     (a) General. Subject to (b) through (d) below, the vested amount in a Participant’s
Account will commence in the form provided in Section 4.2 as soon as administratively practicable
following a Participant’s Separation From Service, but in no event later than 90 days following
that date.



     (b) Acceleration Of Benefit Payments In Certain Situations. Notwithstanding (a)
above, the vested amount in a Participant’s Account may be paid upon the occurrence of any of the
events described in (1) through (3) below.



          (1) Unforeseeable Emergencies. A Participant may withdraw all or a portion of the
vested amounts in his Account upon the occurrence of an Unforeseeable Emergency. A request for a
distribution must be made in writing and in the manner required by the Committee. Distributions
due to an Unforeseeable Emergency will be limited to the amount reasonably necessary to satisfy the
need (which includes amounts necessary to pay federal, state, local, or foreign income taxes or
penalties reasonably anticipated to result from the distribution), after taking into account the
extent to which the emergency is or may be relieved through reimbursement, insurance or otherwise,
by liquidation of the Participant’s assets (to the extent liquidation would not cause severe
financial hardship), or by cessation of deferrals under the Plan.




          (2) Plan Does Not Satisfy Code §409A. Payment of the vested amounts in a
Participant’s Account may be made if the Plan fails to satisfy Code §409A. Payments may not exceed
the amount required to be included in a Participant’s or Beneficiary’s income as a result of the
Plan’s failure to comply with Code §409A. A Participant or Beneficiary will be solely




9









 







responsible for all taxes, penalties and/or interest with respect to his Plan benefits if the
Plan does not satisfy Code §409A.




          (3) Domestic Relations Orders. Notwithstanding (a) above, payment of the vested
amounts in a Participant’s Account may be made to an individual other than the Participant to the
extent necessary to comply with a domestic relations order (as defined in Code §414(p)(1)(B)).




     (c) Delay Of Benefit Payments For Certain Participants.



          (1) Payment Date. Notwithstanding (a) above, if a Participant is a Specified
Employee, payment of the vested amounts in his Account upon his Separation From Service will not be
made (or commence) before the earlier of: (1) 6 months after his Separation From Service; or (2)
his death.




          (2) Payments Due During The Delay Period. Payments to which a Participant would
otherwise have been entitled during the first 6 months following his Separation From Service will
be paid on the earlier of: (1) the 1st day of the 7th month following his
Separation From Service; or (2) his death.




     (d) Discretionary Delays In Benefit Payments. Notwithstanding (a) above, the
Committee may decide to delay paying Plan benefits because of any events permitted under Code §409A
(and the regulations thereunder) as interpreted by the Committee, including but not limited, to the
situations described in (1) and (2)below.



          (1) Tax Deduction Not Permitted Under Code §162(m). If the Employer’s tax deduction
for a Plan benefit payment would not be permitted under Code §162(m), the benefit payment will be
at the later of the time described in (A) or (B) below.




               (A) During the 1st taxable year of a Participant for which the Committee reasonably
believes the benefit payment would be deductible under Code §162(m).



               (B) During the period beginning on the date of a Participant’s Separation From Service and
ending on the later of: (i) the last day of the taxable year of the Participant during which his
Separation From Service occurs; or (ii) the 15th day of the 3rd calendar
month following the Participant’s Separation From Service.



               (C) Treated As Subsequent Deferral Elections. If benefit payments are delayed under
this Paragraph, the delay will be treated as a subsequent deferral election under Code §409A unless
all benefit payments to the Participant that could be delayed under this Paragraph are delayed.



               (D) Specified Employees. If benefit payments are delayed under this Paragraph to a
date on or after a Separation From Service for a Participant who is a Specified



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Employee, the date that is 6 months after the Participant’s Separation From Service is
substituted for any reference to his Separation From Service.




          (2) Violation Of Securities Laws. Making a benefit payment would violate federal
securities laws or other applicable laws. The benefit payment will be made on the earliest date
the Committee reasonably believes that making the payment will not cause a violation of federal
securities laws or other applicable laws.




4.4 Death.




     (a) Death Prior To The Commencement Of Benefits. If a Participant dies prior to the
commencement of his Plan benefits, the vested amounts in his Account will be paid to the
Participant’s Beneficiary in a single lump sum. The payment will be made as soon as
administratively practicable following the date of the Participant’s death, but not more than 90
days following that date.



     (b) Death After Commencement Of Benefits. If a Participant had already commenced
receiving his Plan benefits in installment payments at the time of his death, the installment
payments will continue to be paid to his Beneficiary in the same manner as they were being paid to
the Participant.


4.5 Tax Withholding. As a condition of receiving Plan benefits, the Employer may deduct
(or cause to be deducted) from any amounts payable to an individual (from the Plan or otherwise),
or, in the Employer’s discretion, to otherwise to collect from the individual any withholding for
federal, state or other taxes with respect to Plan benefits as determined by the Employer.



4.6 Non-Assignability Of Benefits. Except as required by Section 4.3(b)(3) or law, the
right of a Participant or Beneficiary to receive Plan benefits may not be made subject to
anticipation, commutation, alienation, sale, assignment, encumbrance, charge, pledge,
hypothecation, execution, attachment, levy or similar process or assignment. Any attempt
(voluntary or involuntary) to take such action will have no effect.




11









 





ARTICLE V




CLAIMS




5.1 Claims.




     (a) Claims Procedures. In order to make a claim for the nonpayment of a Plan benefits
(“Claim”), a Participant, Beneficiary, or his duly authorized representative (“Claimant”) must file
the Claim in writing with the Committee. Upon receiving the Claim, the Committee will provide the
Claimant with an acknowledgment which informs him of the time limit set forth in (b)(1) below and
of the effect of the Committee’s failure to decide the Claim within that time limit.



     (b) Committee Decision.



          (1) Time Limit. If a Claim is properly filed with the Committee, the Committee will
promptly make a decision which will be no later than 90 days after it received the Claim. However,
if special circumstances require an extension of time, the decision will be made as soon as
practicable, but not later than 180 days after receiving the Claim. The Committee will provide the
Claimant written notice of an extension (prior to its commencement) which explains the special
circumstances and the date by which the Committee expects to make a decision.




          (2) Notice Of Denial. If a Claim is denied, the Committee will provide the Claimant
(within the time limit under (1) above) with notice which describes:




               (A) the reasons for the denial;



               (B) references to the Plan provisions on which the denial is based;



               (C) a description of additional information necessary for the Claimant to perfect his Claim
and an explanation of why the information is necessary; and



               (D) appropriate information on how the Claimant can appeal his Claim denial under Section 5.2,
including the time limits for the appeal.



          (3) Deemed Denial. If a Claim is denied and a notice of the denial is not provided to
the Claimant within the time limit under (1) above, he may consider the Claim denied and may appeal
the claim in accordance with Section 5.2.




5.2 Appeals.




     (a) Right To Appeal. If a Claim is denied under Section 5.1, a Claimant may: (1)
request a full and fair review by the Committee (“Appeal”); (2) review relevant Plan documents; and
(3) submit comments in writing.



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     (b) Appeals Procedures.



          (1) Filing An Appeal. To Appeal a Claim, a Claimant must file a written Appeal with
the Committee in the manner it requires.




          (2) Time Limit. A Claimant must file an Appeal with the Committee no later than 60
days after he received the denial of his Claim.




          (3) Acknowledgment. Upon receiving an Appeal, the Committee will provide the Claimant
with an acknowledgment that informs him of the time limit described in (c)(1) below and of the
effect of the Committee failing to make a decision on his Appeal within that time limit.




     (c) Committee Decision.



          (1) Time Limit.




               (A) General. Unless otherwise provided in (B) below, if an Appeal is properly filed
with the Committee, the Committee (or its delegate) will promptly make a decision which will be no
later than 60 days after it received the Appeal. However, if special circumstances require an
extension of time, the decision will be made as soon as practicable, but not later than 120 days
after receiving the Appeal. The Committee will provide the Claimant written notice of an extension
prior to its commencement.



               (B) Regularly Scheduled Meetings. If the Committee holds regularly scheduled meetings
at least quarterly, then its decision on an Appeal will be made no later than the date of the
meeting which immediately follows the date it received the Appeal. However, if the Appeal is
received within 30 days preceding the date of that meeting, the decision will be made no later than
the date of the 2nd meeting which follows its receipt of the Appeal . If special
circumstances require a further extension, the decision will be made promptly no later than the
3rd meeting which follows its receipt of the Appeal. The Committee will provide the
Claimant written notice of an extension prior to its commencement.



          (2) Notice Of A Decision. The Committee will provide the Claimant (within the time
limit described under (1) above) notice which contains:




               (A) the reasons for the decision;



               (B) reference to the Plan provisions on which the decision is based;



               (C) a statement that the Claimant is entitled to receive (upon request and free of charge)
reasonable access to, and copies of, documents, records and other information relevant to the
Appeal; and



13









 





               (D) a statement of the Claimant’s right to bring an action under ERISA as provided in Section
5.3.



          (3) Deemed Denial. If the Committee does not decide an Appeal within the time limit
described under (1) above, the Claimant will be considered to have exhausted the Plan’s Claims and
Appeals procedures and he may consider his Appeal denied.



5.3 Required Exhaustion Of Administrative Remedies. Before a Claimant can file a lawsuit
regarding the Plan or Plan benefits, he must first exhaust the Plan’s Claims and Appeals procedures
described in Sections 5.1 and 5.2.




14









 





ARTICLE VI




PLAN ADMINISTRATION



6.1 Plan Administration. The Committee, in addition to the powers which are expressly
provided in the Plan, has the power and authority, in its sole and absolute discretion, to control
and manage the operation and administration of the Plan and has all powers necessary to accomplish
these purposes including, but not limited to the following.




     (a) The power to determine who is an Executive, Participant or Beneficiary.



     (b) The power to determine whether Plan benefits are payable. Plan benefits will be paid only
if the Committee decides that an individual is entitled to benefits.



     (c) The power to determine when, to whom, in what amount, and in what form Plan benefits may
be paid.



     (d) The power to decide all Claims and Appeals under Article V.



     (e) The power to delegate its duties and responsibilities.



     (f) All other powers which it considers necessary, appropriate or desirable to enable it to
perform its responsibilities under the Plan.


6.2 Rules And Procedures. The Committee has the discretionary authority to adopt Plan
administrative rules and procedures.



6.3 Committee’s Decisions Are Binding. The Committee’s decisions are binding on all
parties.




15









 








ARTICLE VII




MISCELLANEOUS PROVISIONS



7.1 Consolidation Or Merger. If the Employer or any other entity (resulting from a merger
or consolidation, or which is a purchaser or transferee) is merged or consolidated with another
entity, or if substantially all of the Employer’s (or other entity’s) assets are sold or
transferred to another entity, the Plan’s provisions will be binding on (and inure to the benefit
of) the continuing entity.




7.2 Termination And Amendment.




     (a) Amendment. Cincinnati Financial Corporation may, in its discretion, amend the
Plan at any time and in any manner that it deems advisable. Notwithstanding the foregoing, the
Committee may make amendments that are necessary for the Plan to comply with applicable laws and
minor amendments which do not materially affect the rights conferred under the Plan. Any amendment
or termination may be given retroactive effect as determined by Cincinnati Financial Corporation or
the Committee. The Plan may not be amended orally or by any course or purported course of dealing,
but only by an instrument identified as an amendment and considered to be an amendment by
Cincinnati Financial Corporation. Written communications and descriptions not specifically
identified within their text as amendments, or not considered to be an amendment by Cincinnati
Financial Corporation, will not constitute amendments and will have no interpretive or controlling
effect on the Plan. Oral communications will not constitute amendments and will have no
interpretative or controlling effect on the Plan.



     (b) Termination. Cincinnati Financial Corporation may, in its discretion, terminate
the Plan at any time and in any manner that it deems advisable.


7.3 Entire Agreement. This Plan document constitutes the entire agreement between the
Employer and any Participant or Beneficiary, and supersedes all other prior agreements,
undertakings, both written and oral, with respect to rights and benefits under the Plan.



7.4 Paying For Benefits And Individuals’ Rights. Plan benefits will be paid from the
Employer’s general assets and will not be funded, or segregated in any way. Participants’ and
Beneficiaries’’ rights are limited to receiving the Plan benefits and are conditioned upon their
continued compliance with the terms of the Plan. To the extent a Participant or Beneficiary
acquires a right to receive Plan benefits, that right will be no greater than the rights of the
Employer’s unsecured general creditors.



7.5 Severability. If a Plan provision is found to be invalid or unenforceable, that
provision will not affect other Plan provisions. The Plan will be construed and enforced as if the
invalid or unenforceable provision was not included in the Plan.




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7.6 Gender And Number. Except when otherwise indicated by the context, the genders of
pronouns and the singular and plural numbers of terms will be interchangeable.



7.7 Headings And Captions. The headings and captions are provided for reference and
convenience and will not be used in the construction or interpretation of the Plan.



7.8 No Employment Rights Conferred. The Plan does not give a Participant the right to be
retained in the service of the Employer and it will not interfere with the Employer’s right to
discharge a Participant.



7.9 No Guarantee Of Tax Consequences. A Participant (or Beneficiary) will be responsible
for all taxes, penalties and/or interest with respect to his benefits under the Plan. The Employer
does not guarantee any particular tax consequences.



7.10 Applicable Law. This document will be construed in accordance with, and governed by,
the laws of the State of Ohio to the extent not superseded by the laws of the United States.




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     IN WITNESS WHEREOF, Cincinnati Financial Corporation has caused this document to be executed
this 31 day of December, 2008.



	 	 	 	 	 
	 	CINCINNATI FINANCIAL CORPORATION

 	 
	 	By:  	/s/ Steven J. Johnston	 
	 	 	Steven J. Johnston, 	 
	 	 	Chief Financial Officer and
Cincinnati Financial

 Corporation
Employee Benefits Committee Chairman 	 
	 




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