CINF

AMENDED
ARTICLES OF INCORPORATION
OF CINCINNATI FINANCIAL CORPORATION


FIRST: The name of the corporation is CINCINNATI FINANCIAL CORPORATION
(the "Corporation").

SECOND: The principal office of the Corporation in the State of Ohio
shall be located in the City of Fairfield, County of Butler.

THIRD: The purpose for which the Corporation is formed is to engage in
any lawful act or activity for which corporations may be organized under the
Ohio General Corporation Law specifically including acting as a control entity
in an insurance holding company system under Chapter 3901 of the Ohio Revised
Code. The Corporation is hereby expressly authorized to repurchase and to redeem
its outstanding securities to the maximum extent now or hereafter permitted by
applicable law.

FOURTH: The total number of shares of stock which the Corporation shall
have authority to issue is Two Hundred Million (200,000,000) and the par value
of each share shall be Two ($2.00) Dollars.

FIFTH: No holder of shares of any class of the Corporation shall have
any preemptive right to acquire shares of the Corporation and the preemptive
rights described in Ohio Revised Code Section 1701.15 are hereby specifically
denied to the holders of shares of any class of the Corporation.

SIXTH: The Board of Directors shall be divided into three (3) classes,
each class consisting of one-third (as nearly as possible but in no event may
any one class have greater than one more director than any other class) of the
total number of directors. At each annual meeting of the shareholders, the
successors to the class of directors whose term shall then expire shall be
elected to hold office for a term expiring at the third succeeding annual
meeting. Subject to the right of the shareholders to fix the number of directors
at a meeting called for the purpose of electing directors, the Board of
Directors may change the number of directors constituting the Board of Directors
by resolution.

Directors of the Corporation shall only be removed by the
shareholders for cause. "Cause" for the removal of a director shall exist only
upon the occurrence of one (1) of the following events: (1) the conviction of a
director of a felony; or (2) a finding by a court of law that the director has
been or is guilty of negligence or misconduct in the performance of his duties
as a director of the Corporation. Vacancies in the Board of Directors, whether
arising through death, resignation or removal of a director, or newly created
directorships resulting from any increase in the authorized number of directors,
shall be filled by a majority of the directors then in office, or by a sole
remaining director, and the directors so chosen shall hold office for the
unexpired portion of the term of the directors replaced or, in the case of a
newly created directorship, the Board of Directors shall determine the class of
such director.

SEVENTH: In furtherance and not in limitation of the powers conferred
by statute, the Board of Directors is expressly authorized:

To authorize and cause to be executed mortgages and liens upon
the real and personal property of the corporation;

To set apart out of any of the funds of the corporation
available for dividends a reserve or reserves for any proper purpose and to
abolish any such reserve in the manner in which it was created;

By a majority of the whole board, to designate one or more
committees, each committee to consist of at least three of the directors of the
corporation.
The board may designate one or more directors as alternate members
of any committee, who may replace any absent or disqualified member at any
meeting of the committee. Any such committee, to the extent provided in the
resolution or in the regulations of the corporation, shall have and may exercise
the powers of the Board of Directors in the management of the business and
affairs of the corporation, and may authorize the seal of the corporation to be
affixed to all papers which may require it.


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EIGHTH: (a) Unless the conditions set forth in this Article are
satisfied, the affirmative vote of the holders of seventy-five (75%) percent of
all shares of the corporation entitled to vote in elections of Directors, shall
be required for the adoption or authorization of a business combination (as
hereinafter defined) with any other entity (as hereinafter defined) if, as of
the record date for the determination of shareholders entitled to notice thereof
and to vote thereon, the other entity is the beneficial owner, directly or
indirectly, of more than ten (10%) percent of the outstanding shares of the
corporation entitled to vote in elections of Directors. The seventy-five (75%)
percent voting requirement set forth in the foregoing sentence shall not be
applicable if:

The cash, or fair market value of other consideration, to be
received per share by holders of common shares of the corporation in the
business combination is not less than the greater of: (A) the highest per-share
price (including brokerage commissions, soliciting dealers' fees,
dealer-management compensation, and other expenses, including, but not limited
to, costs of newspaper advertisements, printing expenses, and attorney fees)
paid by the other entity in acquiring any of its holdings of the common shares
of the corporation or, (B) an amount which bears the same or a greater
percentage relationship to the market value price of the corporation's common
stock immediately prior to the announcement of such business combination as the
highest per-share price determined in (A) above bears to the market price of the
corporation's common stock immediately prior to the commencement of acquisition
of the corporation's common stock by the other entity but in no event in excess
of two times the highest per-share price determined in (A) above;

The provisions of this Article shall also apply to a business
combination with any other entity that at any time has been the beneficial
owner, directly or indirectly, of more than ten (10%) percent of the outstanding
shares of the corporation entitled to vote in elections of Directors,
notwithstanding the fact that the other entity has reduced its shareholdings
below ten (10%) percent if, as of the record date for the determination of
shareholders entitled to notice of and to vote on the business combination, the
other entity is an "affiliate" of the corporation (as hereinafter defined).


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(b) As used in this Article, (1) the term "other entity" shall include
any corporation, person, or other entity and any other entity with which it or
its "affiliate" or "associate" (as defined below) has any agreement,
arrangement, or understanding, directly or indirectly, for the purpose of
acquiring, holding, voting or disposing of shares of the corporation, or that is
its "affiliate" or "associate" as those terms are defined in Rule 12b-2 of the
general rules and regulations under the Securities Exchange Act of 1934,
together with the successors and assigns of those persons in any transaction or
series of transactions not involving a public offering of the corporation's
shares within the meaning of the Securities Act of 1933; (2) an other entity
shall be deemed to be the beneficial owner of any shares of the corporation that
the other entity has the right to acquire pursuant to any agreement or upon
exercise of conversion rights, warrants, or options or otherwise; (3) the
outstanding shares of any class of the corporation shall include shares deemed
owned through application of clause (2) above but shall not include any other
shares that may be issuable pursuant to any agreement or upon exercise of
conversion rights, warrants, or options or otherwise; (4) the term "business
combination" shall include (A) the sale, exchange, lease, transfer or other
disposition by the corporation of all, or substantially all, of its assets or
business to any other entity, (B) the consolidation of the corporation with or
its merger into any other entity, (C) the merger into the corporation of any
other entity, or (D) a "combination" or "majority share acquisition" in which
the corporation is the "acquiring corporation" (as those terms are defined in
Section 1701.01 of the Ohio Revised Code or any similar provision hereafter
enacted) and its voting shares are issued or transferred to any other entity or
to the shareholders of any other entity, and the term "business combination"
shall also include any agreement, contract, or other arrangement with another
entity providing for any of the transactions described in (A) through (D) of
this clause (4); and (5) for the purposes of clause (a)(1) of this Article, the
term "other consideration to be received" shall mean common shares of the
corporation retained by its existing public shareholders in the event of a
business combination with the other entity in which the corporation is the
surviving corporation.

(c) Nothing contained in this Article shall be construed to relieve any
other entity from any fiduciary obligation imposed by law.

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NINTH: Meetings of stockholders may be held within or without the State
of Ohio. The books of the corporation may be kept (subject to any provision
contained in the statutes) outside the State of Ohio at such place or places as
may be designated from time to time by the board of directors or in the
Regulations of the corporation. Elections of directors need not be by written
ballot unless the Regulations of the corporation shall so provide.

TENTH: The corporation reserves the right to amend, alter, change or
repeal any provision contained in these Articles of Incorporation, in the manner
now or hereafter prescribed by statute, and all rights conferred upon
shareholders herein are granted subject to this reservation. Notwithstanding the
foregoing, this Article and Articles SIXTH and EIGHTH of the Corporation's
Articles of Incorporation may be altered, amended or repealed only if
seventy-five (75%) percent of the outstanding stock of each class entitled to
vote thereon as a class have been voted in favor of such action.

ELEVENTH: Each person who is or was a director or officer of the
Corporation shall be indemnified by the Corporation to the full extent permitted
by the General Corporation Law of the State of Ohio against any liability, cost
or expense incurred by him in his capacity as a director or officer or arising
out of his status as a director or officer. The Corporation may, but shall not
be obligated to, maintain insurance, at its expense, to protect itself and any
such person against any such liability, cost or expense. The indemnification
authorized by this Article ELEVENTH shall not be exclusive of, and shall be in
addition to, any other rights granted to a person seeking indemnification or
advancement of expenses under any statute, the Regulations or any agreement,
vote of shareholders or disinterested directors or otherwise, both as to action
in his official capacity and as to action in another capacity while holding such
office.

TWELFTH: No action required to be taken or which may be taken at any
annual or special meeting of shareholders of the Corporation may be taken
without a meeting, and the power of shareholders to consent in writing, without
a meeting, to the taking of any action, including (without limitation) the power
of shareholders to adopt or amend the Regulations by written consent, is hereby
specifically denied.


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Special meetings of the shareholders of the Corporation may be called
only by the Board of Directors or the Chief Executive Officer of the Corporation
or by persons who hold fifty (50%) percent of all shares of the Corporation
outstanding and entitled to vote at such special meeting.

No holder of shares of any class of the Corporation shall have the
right to cumulate his voting power in the election of the Board of Directors and
the right to cumulative voting described in Ohio Revised Code Section 1701.55 is
hereby specifically denied to the holders of shares of any class of the
Corporation.

 

 

 

 

 

Amendment to Article Sixth of Amended Articles of Incorporation of Cincinnati

Financial Corporation

 

Article Sixth is deleted and replaced in its entirety as follows:

 

SIXTH:                (a) Subject to the provisions of part (c) of this Article Sixth, the Board of Directors shall be divided into three (3) classes, each class consisting of one-third (as nearly as possible but in no event may any one class have greater than one more director than any other class) of the total number of directors. At each annual meeting of shareholders, the successors to the class of directors whose term shall then expire shall be elected to hold office for a term expiring at the third succeeding annual meeting. Subject to the right of the shareholders to fix the number of directors at a meeting called for the purpose of electing directors, the Board of Directors may change the number of directors constituting the Board of Directors by resolution.

 

(b) Directors of the Corporation shall only be removed by the shareholders for cause. “Cause” for the removal of a director shall exist only upon the occurrence of one (1) of the following events: (1) the conviction of a director of a felony; or (2) a finding by a court of law that the director has been or is guilty of negligence or misconduct in the performance of his duties as a director of the Corporation. Vacancies in the Board of Directors, whether arising through death, resignation or removal of a director, or newly created directorships resulting from any increase in the authorized number of directors, shall be filled by a majority of the directors then in office, or by a sole remaining director, and the directors so chosen shall hold office until the next annual meeting of shareholders and until his or her successor has been duly elected and qualified. No decrease in the number of authorized directors shall shorten the term of any incumbent director.

 

(c) Notwithstanding anything contained in parts (a) of this Article Sixth to the contrary, beginning at the 2011 annual meeting of shareholders, directors shall be elected annually for terms of one year, except that any director whose term expires at the 2012 annual meeting of shareholders or the 2013 annual meeting of shareholders shall continue to hold office until the end of the term for which such director was elected or appointed and until such Director’s successor shall have been elected and qualified, subject, however, to prior death, resignation, retirement, disqualification or removal from office. Accordingly, (i) at the 2010 annual meeting of shareholders, the directors whose terms expire at that meeting shall be elected to hold office for a three-year term expiring at the 2013 annual meeting of shareholders; (ii) at the 2011 annual meeting of shareholders, the directors whose terms expire at that meeting shall be elected to hold office for a one-year term expiring at the 2012 annual meeting of shareholders; and (iii) at the 2012 annual meeting of shareholders, the directors whose terms expire at that meeting shall be elected to hold office for a one-year term expiring at the 2013 annual meeting of shareholders.

 

 

[As Filed: 07-29-2010]