EX-99.3 6 l11077exv99w3.txt FORM OF LETTER TO CLIENTS Exhibit 99.3 CINCINNATI FINANCIAL CORPORATION Offer to Exchange Any and all outstanding 6.125% Senior Notes due 2034 for 6.125% Senior Notes due 2034 which have been registered under the Securities Act of 1933 THE EXCHANGE OFFER WILL EXPIRE AT 5:00 P.M., NEW YORK CITY TIME, ON ______ __, 2005, UNLESS EXTENDED BY THE COMPANY IN ITS SOLE DISCRETION. ________ __, 2004 To Our Clients: Enclosed for your consideration are a Prospectus, dated _______ ___, 2004 (the "Prospectus"), and form of Letter of Transmittal (the "Letter of Transmittal"), relating to the offer (the "Exchange Offer") by Cincinnati Financial Corporation (the "Company") to exchange up to $375,000,000 aggregate principal amount of outstanding 6.125% Senior Notes due 2034 (collectively, the "Outstanding Notes"), for up to $375,000,000 aggregate principal amount of the Company's 6.125% Senior Notes due 2034, which have been registered under the Securities Act of 1933, as amended (collectively, the "Exchange Notes"). The terms of the Exchange Notes are identical in all material respects (including principal amount, interest rate and maturity) to the terms of the Outstanding Notes for which they may be exchanged pursuant to the Exchange Offer, except that the Exchange Notes are freely transferable by holders thereof, upon the terms and subject to the conditions of the enclosed Prospectus, and the Exchange Notes will not be subject to any increase in annual interest rate. The Exchange Offer is being made in order to satisfy certain obligations of the Company contained in the Registration Rights Agreement dated as of November 1, 2004 by and between the Company and the initial purchasers of the Outstanding Notes referred to therein. The Company will accept for exchange any and all Outstanding Notes properly tendered according to the terms of the Prospectus and the Letter of Transmittal. Consummation of the Exchange Offer is subject to certain conditions described in the Prospectus. This material is being forwarded to you as the beneficial owner of Outstanding Notes held by us for your account but not registered in your name. A tender of such Outstanding Notes may only be made by us as the registered holder and pursuant to your instructions. Therefore, the Company urges beneficial owners of Outstanding Notes registered in the name of a broker, dealer, commercial bank, trust company or other nominee to contact such registered holder promptly if such beneficial owners wish to tender Outstanding Notes in the Exchange Offer. Accordingly, we request instructions as to whether you wish to tender any or all of such Outstanding Notes held by us for your account, pursuant to the terms and conditions set forth in the enclosed Prospectus and Letter of Transmittal. If you wish to have us do so, please so instruct us by completing, executing and returning to us the instruction form that appears on the reverse side hereof. We urge you to read carefully the Prospectus and the Letter of Transmittal before instructing us as to whether or not to tender your Outstanding Notes. The Letter of Transmittal is furnished to you for information only and may not be used directly by you to tender your Outstanding Notes. INSTRUCTIONS The undersigned acknowledge(s) receipt of your letter and the enclosed material referred to therein relating to the Exchange Offer by the Company with respect to the Outstanding Notes. This will instruct you, the registered holder, to tender the principal amount of the Outstanding Notes indicated below held by you for the account of the undersigned, upon the terms and subject to the conditions set forth in the Prospectus and the Letter of Transmittal. Principal Amount Held for Principal Amount to be Tendered* Account Holder(s) * Unless otherwise indicated, the entire principal amount held for the account of the undersigned will be tendered. SIGN HERE Dated___________________________________________________________________________ Signature(s)____________________________________________________________________ Print Name(s)___________________________________________________________________ Address:________________________________________________________________________ (Please include Zip Code) Telephone Number________________________________________________________________ (Please include Area Code) Tax Identification Number_______________________________________________________ (Social Security Number or Employer Identification Number) My Account Number With You______________________________________________________ 2