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Registration No. 33-
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM S-8 REGISTRATION STATEMENT
UNDER THE SECURITIES ACT OF 1933
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CINCINNATI FINANCIAL CORPORATION
(Exact name of registrant as specified in charter)
OHIO 31-0746871
(State of Incorporation) (IRS Employer Identification No.)
Cincinnati Financial Center
6200 S. Gilmore Road
Fairfield, Ohio 45014
(Address of principal executive offices)
P. O. Box 145496
Cincinnati, Ohio 45250-5496
(Mailing Address)
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Cincinnati Financial Corporation
Top Hat Savings Plan
(Full Title of the Plan)
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THEODORE F. ELCHYNSKI
Senior Vice President
6200 S. Gilmore Road
Fairfield, Ohio 45014
(Name and address of agent for service)
Agent's telephone number, including area code: (513) 870-2000
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Approximate Date of Commencement of Proposed Sale to Employees:
From time to time after this registration
statement becomes effective.
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CALCULATION OF REGISTRATION FEE
=======================================================================================================================
Title of Amount Proposed Proposed Amount of
Securities to be maximum maximum Registration
to be Registered offering aggregate Fee
Registered price per offering
share price
- -----------------------------------------------------------------------------------------------------------------------
Deferred $2,000,000 100% $2,000,000 $606
Compensation
Obligations
(1) (2) (3) (3)
=======================================================================================================================
(1) In addition, pursuant to Rule 416(c) under the Securities Act of 1933,
this registration statement also covers an indeterminate amount of
interests to be offered or sold pursuant to the Employee Benefit Plan
described herein.
(2) The Deferred Compensation Obligations are unsecured obligations of
Cincinnati Financial Corporation to pay deferred compensation in the
future in accordance with the terms of the Cincinnati Financial
Corporation Top Hat Savings Plan.
(3) Pursuant to Rule 457(h), the aggregate offering price and the amount of
the registration fee are computed with respect to the maximum number of
the registrant's securities issuable under the Plan and covered by the
registration statement.
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PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE
The Company's Annual Report on Form 10-K for the fiscal year ended December 31,
1996, and the definitive Proxy Statement dated March 3, 1997, with regard to its
Annual Meeting of Shareholders on April 5, 1997, both of which have been filed
with the Securities and Exchange Commission are, as of their respective dates,
incorporated by reference in this Registration Statement.
All documents filed by the Company pursuant to Sections 13(a), 13(c), 14 or
15(d) of the Securities Exchange Act of 1934 after the date hereof and prior to
the termination of the offering of the securities offered hereby shall be deemed
to be incorporated by reference herein and to be a part hereof from the date of
filing such documents.
The consolidated financial statements and the related supplemental schedules
incorporated in this Registration Statement by reference from the Company's
Annual report on Form 10-K have been audited by Deloitte & Touche LLP,
independent auditors, as stated in their reports, which are incorporated herein
by reference, and are included in reliance upon the reports of such firm given
upon their authority as experts in accounting and auditing.
ITEM 4. DESCRIPTION OF SECURITIES
Under the Cincinnati Financial Corporation Top Hat Savings Plan
("Plan"), the Company will provide a select group of management and highly
compensated employees (the "Eligible Employees") the opportunity to enter into
agreements for the deferral of a specified percentage of their cash compensation
(excluding bonuses). The obligations of the Company under such agreements ("the
Obligations") will be unsecured general obligations of the Company to pay the
deferred compensation in the future in accordance with the terms of the Plan,
and the Eligible Employees participating in the Plan ("Participants") (or their
Beneficiaries) shall possess no greater rights than any unsecured general
creditor of the Company.
To participate in the Plan, the Participant must inform the Plan
Administration Committee in writing pursuant to the terms of the Plan. The
amount of compensation to be deferred by each Participant will be determined in
accordance with the Plan based on elections by the Participants. Participants
may elect to defer any percentage of compensation, up to 25%, but in no event
greater than $30,000.00.
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The Obligations will be indexed to Cincinnati Financial Corporation
stock or one or more mutual funds, the type of which will be individually chosen
by each Participant from a list of mutual funds (currently six selections). Each
Participant's Deferred Compensation Account will be adjusted to reflect the
investment experience of the selected stock or mutual funds, including any
appreciation or depreciation. The Company is not actually required to invest the
Deferred Compensation in the funds or securities specified by Participants.
The Obligations will be distributed by the Company in accordance with
the terms of the Plan upon the termination of the Participant's service with the
Company. Distribution shall be made either in installments or lump sum payments
at the election of the Participant. To the extent a Participant has an election
in effect to have earnings credited to his Deferred Compensation Account based
upon the Cincinnati Financial Corporation stock election, such Participant shall
have the right to receive any benefit payments in the form of whole shares of
such stock. Any fractional shares shall be paid in cash. A Participant may
withdraw all or a portion of his Deferred Compensation account in the event of
an unforeseeable emergency that results in severe financial hardship to the
Participant if hardship distributions were not permitted.
A Participant's right or the right of any other person to the
Obligations cannot be assigned, alienated, sold, garnished, attached,
transferred, pledged, or encumbered. If any Participant attempts to alienate,
sell, transfer, pledge, or otherwise encumber any distribution or payment from
the Plan, such action, whether voluntary or involuntary, shall be null and void
and of no effect. The Plan Administration Committee of Cincinnati Financial
Corporation shall be appointed by management and is responsible for the
management of the Plan. The Obligations are not convertible into another
security of the Company. The Obligations will not have the benefit of a negative
pledge or any other affirmative or negative covenant on the part of the Company.
A trustee, the Fifth Third Bank, has been appointed to administer the Plan, and
in that capacity, has the authority to invest each Participant's Deferred
Compensation and to pay any Obligations. Each employee Participant will be
responsible for acting independently with respect to, among other things, the
giving of notices, responding to any requests or consents, waivers or amendments
pertaining to the Obligations, enforcing covenants, and taking action upon a
default.
ITEM 5. INTEREST OF NAMED EXPERTS AND COUNSEL
Not applicable.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS
Section 1701.13(E) of the Ohio Revised Code provides that a corporation may
indemnify or agree to indemnify any person who was
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or is a party or is threatened to be made a party to any threatened, pending, or
completed action, suit, or proceeding whether civil, criminal, administrative,
or investigative, other than an action by or in the right of the corporation, by
reason of the fact that the person is or was a director, officer, employee, or
agent of the corporation, or is or was serving at its request as a director,
trustee, officer, employee, or agent of another corporation, partnership, joint
venture, trust, or other enterprise, against expenses, including attorneys'
fees, judgments, fines and amounts paid in settlement actually and reasonably
incurred by the person in connection with such action, suit, or proceeding if
the person is determined under the procedure described in the Section to have
(a) acted in good faith and in a manner the person reasonably believed to be in
or not opposed to the best interests of the corporation, and (b) had no
reasonable cause to believe the conduct was unlawful in the case of any criminal
action or proceeding. However, with respect to expenses actually and reasonably
incurred in connection with the defense or settlement of any action or suit by
or in the right of the corporation to procure a judgment in its favor, no
indemnification is to be made (i) in respect of any claim, issue, or matter as
to which such person was adjudged liable for negligence or misconduct in the
performance of such person's duty to the corporation unless, and only to the
extent that, it is determined by the court upon application that, despite the
adjudication of liability, such person is fairly and reasonably entitled to
indemnity for such expenses as the court deems proper, or (ii) in respect of any
action or suit in which the only liability asserted against a director is in
connection with the alleged making of an unlawful loan, dividend or distribution
of corporate assets. The Section also provides that such person shall be
indemnified against expenses actually and reasonably incurred by the person to
the extent successful in defense of the actions referred to above, or in defense
of any claim, issue, or matter therein.
The Company's Amended Articles of Incorporation provide for the indemnification
of officers and directors of the Company to the fullest extent permitted by law.
The above is a general summary of certain provisions of the Ohio Revised Code
and is subject in all cases to the specific provisions thereof.
The Company maintains an insurance policy covering its directors and officers
against certain civil liabilities, including liabilities under the Securities
Act of 1933.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED
Not applicable.
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ITEM 8. EXHIBITS
The following exhibits are included in this Registration Statement on
Form S-8.
(4) Cincinnati Financial Corporation Top Hat
Savings Plan
(5) Opinion re Legality
(23) (a) Consent of Accountants
(23) (b) Consent of Attorneys (included in Exhibit 5)
ITEM 9. UNDERTAKINGS
The undersigned issuer hereby undertakes: (1) to file during any period in which
offers or sales are being made, a post-effective amendment to this Registration
Statement to include any material information with respect to the plan of
distribution not previously disclosed in the Registration Statement or any
material change to such information in the Registration Statement; (2) that for
the purpose of determining any liability under the Securities Act of 1933, each
such post-effective amendment and each filing of the issuer's annual report
pursuant to Sections 13(a) or 15(d) of the Securities Exchange Act of 1934 that
is incorporated by reference in the Registration Statement shall be deemed to be
a new Registration Statement relating to the securities offered therein and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof; and (3) to remove from registration by means of a
post-effective amendment any of the securities being registered which remain
unsold at the termination of the Plan.
Insofar as indemnification for liabilities arising under the Securities Act of
1933 may be permitted to directors, officers and controlling persons of the
Company pursuant to the foregoing provisions, or otherwise, the Company has been
advised that in the opinion of the Securities and Exchange Commission, such
indemnification (except insofar as it provides for the payment by the Company of
expenses incurred or paid by a director or officer in the successful defense of
an action, suit or proceeding) is against public policy as expressed in the Act
and is, therefore, unenforceable. In the event that a claim for indemnification
against such liabilities is asserted by such director, officer or controlling
person in connection with the securities being registered, the Company will,
unless in the opinion of its counsel the matter has been settled by controlling
precedent, submit to a court of appropriate jurisdiction the question whether
such indemnification by it is against public policy as expressed in the Act and
will be governed by the final adjudication of such issue.
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-8, and has duly caused this S-8 Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Cincinnati, State of Ohio, on this 5th day of April,
1997.
CINCINNATI FINANCIAL CORPORATION
By Robert B. Morgan
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Robert B. Morgan
Chief Executive Officer
Pursuant to the requirement of the Securities Act of 1933, this Registration
Statement has been signed by the following persons in the capacities and on the
dates indicated.
CINCINNATI FINANCIAL CORPORATION
Signature Title Date
- --------- ----- ----
Robert B. Morgan Chief Executive Officer and April 5 , 1997
- --------------------------- Director (Principal Executive ---
Robert B. Morgan Officer)
Theodore F. Elchynski Senior Vice President April 5 , 1997
- --------------------------- (Principal Financial ---
Theodore F. Elchynski and Accounting Officer)
William F. Bahl Director April 5 , 1997
- --------------------------- ---
William F. Bahl
Michael Brown Director April 5 , 1997
- --------------------------- ---
Michael Brown
Director April , 1997
- --------------------------- ---
Richard M. Burridge
John E. Field Director April 5 , 1997
- --------------------------- ---
John E. Field
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Director April , 1997
- --------------------------- ---
William R. Johnson
Kenneth C. Lichtendahl Director April 5 , 1997
- --------------------------- ---
Kenneth C. Lichtendahl
James G. Miller Director April 5 , 1997
- --------------------------- ---
James G. Miller
Director April , 1997
- --------------------------- ---
Jackson H. Randolph
John J. Schiff Director April 5 , 1997
- --------------------------- ---
John J. Schiff
John J. Schiff, Jr. Director April 5 , 1997
- --------------------------- ---
John J. Schiff, Jr.
Director April , 1997
- --------------------------- ---
Robert C. Schiff
Director April , 1997
- --------------------------- ---
Thomas R. Schiff
Frank J. Schultheis Director April 5 , 1997
- --------------------------- ---
Frank J. Schultheis
Larry R. Webb Director April 5 , 1997
- --------------------------- ---
Larry R. Webb
Alan R. Weiler Director April 5 , 1997
- --------------------------- ---
Alan R. Weiler
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INDEX TO EXHIBITS
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EXHIBIT NO. DESCRIPTION PAGE
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4 Cincinnati Financial Corporation
Top Hat Savings Plan 10
5, 23(b) Opinion of Beckman, Weil, Shepardson
& Faller LLC 18
23(a) Consent of Deloitte & Touche LLP
Independent Certified Public 19
Accountants
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CINCINNATI FINANCIAL CORPORATION
TOP HAT SAVINGS PLAN
PREAMBLE
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Cincinnati Financial Corporation and each Employer hereby
adopts the Plan effective as of January 1, 1996. This Plan is an unfunded
deferred compensation arrangement for a select group of management or highly
compensated employees who are rendering service to an Employer.
ARTICLE I - DEFINITIONS
-----------------------
1.1 "BENEFICIARY" shall mean the person or persons entitled to receive the
distributions, if any, payable under the Plan upon or after a
Participant's death, to such person or persons as such Participant's
Beneficiary. Each Participant may designate a Beneficiary by filing
the proper form with the Committee. A Participant may designate one or
more contingent Beneficiaries to receive any distributions after the
death of a prior Beneficiary. A designation shall be effective upon
said filing, provided that it is so filed during such Participant's
lifetime, and may be changed from time to time by the Participant.
1.2 "COMMITTEE" shall mean the Plan Administration Committee of Cincinnati
Financial Corporation which is responsible for the administration of
this Plan in accordance with the provisions of the Plan as set forth
in this document.
1.3 "COMPENSATION" shall mean the total amount of earnings (excluding
bonuses) paid by an Employer to an Executive or which would otherwise
be paid but for a deferral election hereunder or a salary reduction
election under any Section 401(k) or 125 plan.
1.4 "DEFERRED COMPENSATION ACCOUNT" shall mean the account to be
established by an Employer as a book reserve to reflect the amounts
deferred by a Participant under Paragraph 2.1, as adjusted by earnings
under Article V and as reduced by distributions or transfers under
Articles III, VI and VII.
1.5 "EFFECTIVE DATE" shall mean January 1, 1996.
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1.6 "EMPLOYER" shall mean Cincinnati Financial Corporation, any subsidiary
of Cincinnati Financial Corporation which has adopted the Plan with
the consent of Cincinnati Financial Corporation, or any successor or
assignee of any of them.
1.7 "EXECUTIVE" shall mean any employee designated by the Committee as a
member of the group of management or highly compensated employees
eligible for participation in this Plan.
1.8 "PARTICIPANT" shall mean any Executive who has a right to a benefit
under the Plan and a person who was such at the time of his death or
termination of service and who retains, or whose Beneficiary retains,
a benefit under the Plan which has not been distributed.
1.9 "PLAN" shall mean the Cincinnati Financial Corporation Top Hat Savings
Plan as described in this instrument, effective January 1, 1996, and,
as may be amended thereafter.
1.10 "PLAN YEAR" shall mean the 12-consecutive month period beginning on
January 1.
1.11 "TAX-QUALIFIED SAVINGS PLAN" shall mean the Cincinnati Financial
Corporation Tax-Qualified Savings Plan as currently effective, and as
may be amended in the future.
ARTICLE II - ELECTION TO PARTICIPATE IN PLAN
2.1 (a) Subject to Paragraph 2.2, each Executive may elect to have up to
25% of his Compensation (in whole percentages) for a Plan Year
deferred and credited with earnings in accordance with the terms and
conditions of the Plan.
(b) Subject to Paragraph 2.2, each Executive may elect to have up to
100% of any bonuses (in whole percentages) earned for a Plan Year
deferred and credited with earnings in accordance with the terms and
conditions of the Plan.
2.2 In no event shall an Executive elect to defer amounts under Paragraph
2.1 that would result in more than $30,000 being credited to his
Deferred Compensation Account under this Article II for any Plan Year.
2.3 An Executive desiring to exercise an election under Paragraph 2.1
shall notify the Committee of his deferral election. Such notice must
be in writing, on a form provided by the Committee, and delivered to
the Committee by such date as the Committee shall specify, but in all
events before the first day of the Plan Year to which such election is
to apply.
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2.4 A deferral election shall be effective with respect to the entire Plan
Year to which it relates and may not be modified or terminated for
that Plan Year.
2.5 Subject to Paragraph 2.2, the Compensation otherwise payable to the
Executive during the Plan Year shall be reduced by the amount of the
Executive's election under this Article II. Subject to Paragraph 2.2,
the bonuses earned for services during the Plan Year shall be reduced
by the amount of the Executive's election under this Article II. Such
amounts shall be credited to the Executive's Deferred Compensation
Account.
ARTICLE III - TRANSFER OF DEFERRALS TO TAX-QUALIFIED SAVINGS PLAN
-----------------------------------------------------------------
3.1 Each Plan Year, the plan administrator of the Tax-Qualified Savings
Plan will make a determination as to the amount of deferrals allowable
under that plan. Such determination shall be made as soon as
practicable but in no event later than January 31 of the following
calendar year.
3.2 Each Executive who has a deferral election in effect under this Plan
may elect to have his maximum allowable amount, as determined under
Paragraph 3.1, (not exceeding his deferrals under this Plan for the
year) either paid to him in cash or transferred to the Tax-Qualified
Savings Plan as an elective contribution. In no event will amounts
constituting earnings be paid to the Participant under this Paragraph
3.2 or be transferred to the Tax-Qualified Savings Plan. If such
Executive elects to have his maximum allowable amount paid in cash,
such payment shall be made no later than March 15 of the year
following the calendar year to which the deferrals relate.
3.3 At the time an Executive makes his deferral election under Article II
for a Plan Year, he also shall make the election referred to in
Paragraph 3.2.
ARTICLE IV - PARTICIPANT'S INTEREST
-----------------------------------
No Executive or his designated Beneficiary shall acquire any property
interest in his Deferred Compensation Account or any other assets of
the Employer, their rights being limited to receiving from the
Employer a deferred payment as set forth in this Plan and these rights
are conditioned upon continued compliance with the terms and
conditions of this Plan. To the extent that any Participant or
Beneficiary acquires a right to receive benefits under this Plan, such
right shall be no greater than the right of any unsecured general
creditor of the Employer.
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ARTICLE V - CREDITING OF EARNINGS
---------------------------------
5.1 There shall be credited to the Deferred Compensation Account of each
Participant an additional amount of earnings (or losses) determined
under this Article V.
5.2 Each Executive shall elect (in whole percentages) to have earnings (or
losses) credited to his Deferred Compensation Account under one (or a
combination) of the following investment elections:
a) Cincinnati Financial Corporation stock election;
b) Fountain Square Balanced Fund election;
c) Fountain Square U.S. Government Securities Fund Election;
d) Fountain Square Qualified Growth Fund election;
e) Fountain Square Mid Cap Fund election;
f) Fountain Square International Equity Fund election;
g) Fountain Square Quality Bond Fund election.
Such an election must be in writing, on a form provided by the
Committee, and delivered to the Committee prior to the beginning of a
Plan Year quarter by such date as the Committee shall determine.
An investment election shall be effective for the entire Plan Year
quarter to which it relates and may not be modified or terminated for
that Plan Year quarter. In the event that an investment election form
is not received by the Committee by the date specified for elections
for a particular Plan Year quarter for a Participant, the last
investment election received by the Committee from the Participant
shall remain in effect for that Plan Year quarter.
5.3 The Committee shall determine the rate of return throughout each Plan
Year quarter for the investments or investment funds designated under
Paragraph 5.2.
5.4 For each Plan Year quarter, the Participant's Deferred Compensation
Account shall be increased or decreased as if it had earned the rate
of return corresponding to the amount determined by the Committee
under Paragraph 5.3. Such increase or decrease shall be based on the
varying balances in each of the investment elections comprising the
Deferred Compensation Account throughout the Plan Year quarter and
shall be credited as the Committee in its sole discretion shall
determine.
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ARTICLE VI - PLAN BENEFITS
--------------------------
6.1 A Participant's rights to his Deferred Compensation Account shall be
nonforfeitable at all times.
6.2 (a) At the time an Executive makes his first deferral election under
Article II of the Plan, he also shall also elect to have the amounts
represented by his Deferred Compensation Account paid in one of the
following two forms commencing as soon as administratively feasible
upon termination of his service with all Employers:
(1) single lump sum payment, or
(2) approximately equal monthly installments to last
not less than 12 months nor more than 120 months.
If installment payments are in effect, the Participant's Deferred
Compensation Account shall continue to be credited with earnings or
losses under Article V until payment of the final installment and the
Participant may continue to make such elections thereunder as are
available to other Participants.
(b) A Participant may change the election referred to in (a) above.
Payment shall be made in accordance with any such changed election
only if the Participant terminates service with all Employers at least
two years following the date of the election. Otherwise, the payment
shall be made in accordance with the election (if any) in effect
immediately prior to the changed election.
(c) If a Participant has no election concerning the form of benefit
payment under this Paragraph 6.2 in effect at the time he terminates
service with all Employers, payment shall be made in a single lump sum
payment.
(d) Elections shall be made in writing on a form provided by the
Committee and shall be made in accordance with the rules established
by the Committee.
To the extent that a Participant has an election in effect to have
earnings (or losses) credited to his Deferred Compensation Account
under Paragraph 5.2 based on the Cincinnati Financial Corporation
stock election, such Participant shall have the right to receive any
benefit payments in the form of whole shares of such Cincinnati
Financial Corporation stock. Any fractional shares shall be paid in
cash. Any expenses attributable to an election to take shares may be
deducted from the Participant's Deferred Compensation Account.
6.4 (a) A Participant may withdraw all or a portion of his Deferred
Compensation Account in the event of a hardship. A request for a
hardship distribution shall be
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made in the form of a written application. A hardship distribution
shall only be made in the event of an unforeseeable emergency that
would result in severe financial hardship to the Participant if
hardship distributions were not permitted. Withdrawals of amounts
because of an unforeseeable emergency shall only be permitted to the
extent reasonably needed to satisfy the emergency need.
(b) For purposes of this Paragraph 6.4, an unforeseeable emergency is
defined as severe financial hardship to the Participant resulting from
a sudden and unexpected illness or accident of the Participant or a
dependent of the Participant, loss of the Participant's property due
to casualty, or other similar extraordinary and unforeseeable
circumstances arising as a result of events beyond the control of the
Participant. The circumstances that will constitute an unforeseeable
emergency will depend upon the facts of each case, but, in any case,
payment may not be made to the extent that such hardship is or may be
relieved (i) through reimbursement or compensation by insurance or
otherwise, or (ii) by liquidation of the Participant's assets, to the
extent the liquidation of such assets would not itself cause severe
financial hardship. The Committee shall have the sole and absolute
authority for determining whether a hardship distribution shall be
allowed and, if so, in what amount.
ARTICLE VII - DEATH
-------------------
Upon the death of a Participant prior to commencement of payment under
Article 6, the amounts represented by the Participant's Deferred
Compensation Account, increased by any amounts due to be credited but
not yet credited under Paragraph 2.5, shall be payable to the
Participant's Beneficiary as soon as administratively feasible in a
single lump sum distribution. If the Participant has already commenced
receiving the amounts represented by the Participant's Deferred
Compensation Account in the installment payment form, the installment
payments shall continue to be paid to the Participant's Beneficiary.
ARTICLE VIII - NON-ASSIGNABLE/NON-ATTACHMENT
--------------------------------------------
Except as required by law, no right of the Executive or designated
Beneficiary to receive payments under this Plan shall be subject to
anticipation, commutation, alienation, sale, assignment, encumbrance,
charge, pledge, or hypothecation or to execution, attachment, levy or
similar process or assignment by operation of law and any attempt,
voluntary or involuntary, to effect any such action shall be null and
void and of no effect.
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ARTICLE IX - CONSTRUCTION
-------------------------
This Plan shall be construed under the laws of the State of Ohio.
Article headings are for convenience only and shall not be considered
as part of the terms and provisions of the Plan. The Committee shall
have full power and authority to interpret, construe and administer
this Plan.
ARTICLE X - CONSOLIDATION OR MERGER
-----------------------------------
In the event that an Employer or any entity (resulting from any merger
or consolidation or which shall be a purchaser or transferee so
referred to) shall at any time be merged or consolidated into or with
any other entity or entities, or in the event that substantially all
of the assets of an Employer or any such entity shall be sold or
otherwise transferred to another entity, the provisions of this Plan
shall be binding upon and shall inure to the benefit of the continuing
entity or the entity resulting from such merger or consolidation or
the entity to which such assets shall be sold or transferred. Except
as provided in the preceding sentence, this Plan shall not be
assignable by an Employer or by any entity referred to in such
preceding sentence.
ARTICLE XI - AMENDMENT OR TERMINATION OF PLAN
---------------------------------------------
The Plan may be terminated at any time or amended in whole or in part
from time to time by Cincinnati Financial Corporation provided that no
such termination or amendment may directly or indirectly reduce a
Participant's Deferred Compensation Account (other than through a
complete distribution thereof to the Participant (or his Beneficiary
in the event of his death)); and any such amendment shall be binding
on each Employer, Participant and designated Beneficiary.
ARTICLE XII - MISCELLANEOUS
---------------------------
12.1 Neither this Agreement, nor any action of Cincinnati Financial
Corporation, an Employer or the Committee, nor any election to defer
Compensation and/or bonuses hereunder shall be held or construed to
confer on any person any legal right to be continued as an employee of
Cincinnati Financial Corporation or any Employer.
12.2 Cincinnati Financial Corporation and the Participant's Employer shall
have the right to deduct from all payments any taxes required by law
to be withheld with respect to any payments made under this Plan.
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IN WITNESS WHEREOF, Cincinnati Financial Corporation and each Employer have
caused this Plan to be executed this _____ day of _____________________, 1995.
ATTEST: CINCINNATI FINANCIAL CORPORATION
By:
- ---------------------------- -------------------------------------
ATTEST: THE CINCINNATI INSURANCE COMPANY
By:
- ---------------------------- -------------------------------------
ATTEST: THE CINCINNATI LIFE INSURANCE
COMPANY
By:
- ---------------------------- -------------------------------------
ATTEST: THE CINCINNATI CASUALTY COMPANY
By:
- ---------------------------- -------------------------------------
ATTEST: THE CINCINNATI INDEMNITY COMPANY
By:
- ---------------------------- -------------------------------------
ATTEST: CFC INVESTMENT COMPANY
By:
- ---------------------------- -------------------------------------
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BECKMAN, WEIL, SHEPARDSON AND FALLER, LLC
ATTORNEYS AT LAW
1200 Mercantile Center - 120 East Fourth Street - Cincinnati, Ohio 45202-4007
Telephone: (513) 621-2100 - Fax: (513) 621-0106
April 4, 1997
Cincinnati Financial Corporation
Cincinnati Financial Center
Post Office Box 145496
Cincinnati, Ohio 45214-5496
Gentlemen:
With respect to the Registration Statement on Form S-8 filed by
Cincinnati Financial Corporation with the Securities and Exchange Commission for
the purpose of registering under the Securities Act of 1933, as amended,
$2,000,000 of Deferred Compensation Obligations ("Obligations") of Cincinnati
Financial Corporation, we have examined such documents and questions of law as
we have considered necessary or appropriate for the purpose of this opinion and,
on the basis of such examination, we advise you that, in our opinion, when the
Obligations have been issued and sold as contemplated by the Registration
Statement and by the Cincinnati Financial Corporation Top Hat Savings Plan, the
Obligations will be legally issued, fully paid and non-assessable.
We consent to the filing of this opinion as an exhibit to the
Registration Statement.
Very sincerely yours,
BECKMAN, WEIL, SHEPARDSON AND
FALLER, LLC
By W. Philip Shepardson, Jr.
----------------------------
W. Philip Shepardson, Jr.
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INDEPENDENT AUDITORS' CONSENT
We consent to the incorporation by reference in this Registration Statement of
Cincinnati Financial Corporation on Form S-8 of our reports dated February 5,
1997 appearing in and incorporated by reference in the Annual Report on Form
10-K of Cincinnati Financial Corporation for the year ended December 31, 1996
and to the reference to us as experts in this Registration Statement.
DELOITTE & TOUCHE LLP
Cincinnati, Ohio
April 4, 1997
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