8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported)		July 15, 2005
CINCINNATI FINANCIAL CORPORATION
(Exact name of registrant as specified in its charter)
Ohio	0-4604		31-0746871
(State or other jurisdiction of incorporation)	(Commission File Number)		(I.R.S. Employer Identification No.)
6200 S. Gilmore Road, Fairfield, Ohio			45014-5141
(Address of principal executive offices)			(Zip Code)
Registrant’s telephone number, including area code		(513) 870-2000
(Former name or former address, if changed since last report.)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

¨
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13a-4(c))

Item 1.01 Entry into a Material Definitive Agreement.

On July 15, 2005, the Cincinnati Financial Corporation Board of Directors adopted two forms of a stock option agreement for use in connection with the Cincinnati Financial Corporation Stock Option Plan No. VIII.  One of these forms, which is filed with this report as Exhibit 10.1, is intended for use in granting incentive stock options within the meaning of Section 422 of the Internal Revenue Code.  The other form, which is filed with this report as Exhibit 10.2, is intended for use in granting nonqualified stock options.  Stock Option Plan No. VIII was approved by Cincinnati Financial Corporation’s shareholders at the company’s annual meeting on April 23, 2005, and authorizes the grant to the company’s associates of either incentive stock options or nonqualified stock options for the purchase of a total of 10,000,000 shares of Cincinnati Financial Corporation common.  All options become exercisable over a three-year period from the grant date and must have an exercise price at least equal to the fair market value of the underlying shares on the date of grant.

Item 9.01 Financial Statements and Exhibits.

(c) Exhibits

Exhibit 3(i)	Amendment to Cincinnati Financial Corporation Articles of Incorporation dated April 27, 2005
Exhibit 10.1	Form of Stock Option Agreement for incentive stock options granted under Cincinnati Financial Corporation Stock Option Plan No. VIII

Exhibit 10.2	Form of Stock Option Agreement for nonqualified stock options granted under Cincinnati Financial Corporation Stock Option Plan VIII
Exhibit 10.3	Form of Stock Option Agreement for combination incentive/nonqualified stock options granted under Cincinnati Financial Corporation Stock Option Plan No. VI

Signature

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

      CINCINNATI FINANCIAL CORPORATION

Date July 18, 2005

/S/ Kenneth W. Stecher         

Kenneth W. Stecher

Chief Financial Officer, Senior Vice President, Secretary and Treasurer

(Principal Accounting Officer)

EX-3

Exhibit 3(i)

DATE:	DOCUMENT ID	DESCRIPTION	FILING	EXPED	PENALTY	CERT	COPY
04/28/2005	200511702128	DOMESTIC/AMENDMENT TO ARTICLES (AMD)	*******	100.00	.00	.00	5.00

Receipt

This is not a bill.  Please do not remit payment.

CINCINNATI FINANCIAL CORPORATION

6200 S. GILMORE RD.

FAIRFIELD, OH  45014

S T A T E  O F  O H I O

C E R T I F I C A T E

Ohio Secretary of State, J. Kenneth Blackwell

814051

It is hereby certified that the Secretary of State of Ohio has custody of the business records for

CINCINNATI FINANCIAL CORPORATION

and, that said business records show the filing and recording of:

Document(s)

Document No(s):

DOMESTIC/AMENDMENT TO ARTICLES

200511702128

Witness my hand and the seal of the

Secretary of State at Columbus,

Ohio this 27^th day of April, A.D.

2005.

[THE SEAL of THE SECRETARY of STATE of OHIO]

/s/ J. Kenneth Blackwell

    Ohio Secretary of State

United States of America

State of Ohio

Office of the Secretary of State

[THE SEAL of THE SECRETARY of STATE of OHIO]	Prescribed by J. Kenneth Blackwell Ohio Secretary of State Central Ohio:  (614) 466-3910 Toll Free:  1-877-SOS-FILE (1-877-767-3453)	Expedite this Form : (Select One)
		Mail Form to one of the Following:
		__ Yes	PO Box 1390 Columbus, OH  43216
		*** Requires an additional fee of $100***
www.state.oh.us/sos e-mail:  busserv@sos.state.oh.us		__ No	PO Box 1028 Columbus, OH  43216

Certificate of Amendment by

Shareholders or Members

(Domestic)

Filing Fee $50.00

(CHECK ONLY ONE (1) BOX)

(1) Domestic for Profit ___ Amended (122-AMAP) PLEASE READ INSTRUCTIONS   X   Amendment (125-AMDS) (2) Domestic Non-Profit ___ Amended (126-AMAN) ___ Amendment (128-AMD)

Complete the general information in this section for the box checked above.
Name of Corporation	Cincinnati Financial Corporation
Charter Number	814051
Name of Officer	Kenneth W. Stecher
Title	Secretary
X   Please check if additional provisions attached.
The above named Ohio corporation, does hereby certify that:
X   A meeting of the		X   shareholders		___ directors (non-profit amended articles only)
___ members was duly called and held on			April 23, 2005
			(Date)
at which meeting a quorum was present in person or by proxy, based upon the quorum present, an affirmative vote was cast which entitled them to exercise      88.4      % as the voting power of the corporation.
___ In a writing signed by all of the ____ shareholders ____ directors (non-profit amended articles only) ___ members who would be entitled to the notice of a meeting or such other proportion not less than a majority as the        articles of regulations or bylaws permit.

Clause applies if amended box is checked.

Resolved, that the following amended articles of incorporation be and the same are hereby adopted to supercede

and take the place of the existing articles of incorporation and all amendments thereto.

541 Page 1 of 2 Last Revised:  May 2002

All of the following information must be completed if an amended box is checked. If an amendment box is checked, complete the areas that apply.
FIRST: The name of the corporation is:
SECOND: The place in the State of Ohio where its principal office is located is in the City of:                                                                                                                                                             ;        (city, village or township)             (county)
THIRD: The purposes of the corporation are as follows:
	&n bsp;
FOURTH:  The number of shares which the corporation is authorized to have outstanding is:             See attached                                  (Does not apply to box (2))

REQUIRED Must be authenticated (signed) by an authorized representative (See Instructions)	/s/ John J. Schiff, Jr.	4-26-05
	Authorized Representative
	John J. Schiff, Jr., President
	(Print Name)
	/s/ Kenneth W. Stecher	4/26/05
	Authorized Representative
	Kenneth W. Stecher, Secretary
	(Print Name)

541 Page 2 of 2 Last Revised:  May 2002

FOURTH:  The total number of shares of stock that the Corporation shall have authority to issue is Five Hundred Million (500,000,000) and the par value of each share shall be Two ($2.00) Dollars.

EX-10

Exhibit 10.1

CINCINNATI FINANCIAL CORPORATION

P.O. BOX 145496

CINCINNATI, OH 45250-5496

(513) 870-2000

STOCK OPTION PLAN NO. VIII

STOCK OPTION AGREEMENT

FOR INCENTIVE OPTIONS

THIS AGREEMENT, made this _____ day of ___________, 20__, by and between CINCINNATI FINANCIAL CORPORATION, an Ohio corporation, 6200 South Gilmore Road, Fairfield, Ohio 45014 (hereafter called “CFC”) and Optionee Name, an employee of CFC or one of its affiliates (hereinafter called the “Employee”) residing at: Address, City, Zip

WITNESSETH:

WHEREAS, the Board of Directors of CFC is of the opinion that the interests of CFC will be advanced by enabling key employees of CFC and its affiliates, upon whose judgment, initiative and efforts CFC is largely dependent for the successful conduct of its business, to acquire shares or additional shares of CFC’s stock; and

WHEREAS, the Board of Directors of CFC has established Stock Option Plan Number VIII for employees of CFC and its affiliated companies;

NOW, THEREFORE, in consideration of the foregoing, and of the mutual covenants hereinafter set forth, and of other good and valuable consideration, CFC and Employee enter into this Stock Option Agreement (hereinafter called the “Option”) as follows:

1.

CFC hereby grants to the Employee the right and option to purchase up to Number of Shares at Option Price per share.

2.

Except in cases of retirement or death of Employee, this Option shall be exercisable only in accordance with the following schedule.

(1)

After the expiration of one year of continuous employment with CFC or an affiliate of CFC immediately following the date of grant, this Option shall be exercisable to the extent of one-third of the number of shares originally subject hereto;

(2)

After the expiration of two years of continuous employment with CFC or an affiliate of CFC immediately following the date of grant, this Option shall be exercisable to the extent of two-thirds of the number of shares originally subject hereto, less the number of shares previously purchased pursuant hereto; and

(3)

After the expiration of three years of continuous employment with CFC or an affiliate of CFC following the date of grant, this Option shall be exercisable in full.

Upon termination of employment of the Employee prior to the effective date of exercise of the Option, the unexercised portion hereof shall terminate unless such termination of employment is due to (i) retirement with the approval of the Board of Directors of CFC for disability, (ii) retirement on the attainment of age 65, (iii) retirement with 35 years of continuous employment with CFC or its affiliates, or (iv) death of the Employee. When termination of employment is because of retirement or death, unmatured installments will be accelerated, and such installments shall therefore become exercisable in full.  In the cases of retirement due to disability, attainment of age 65 or having completed 35 years of continuous employment, CFC must receive notice of exercise and payment within 90 days after the date of termination of employment. In the event of death, CFC must receive the notice of exercise and payment within six mo nths after the date of death.

3.

Except as otherwise provided in paragraph 2 hereof, this Option can be exercised only if the Employee is in the employment of CFC or one of its affiliates on the effective date of exercise.

4.

In order to exercise all or any part of this Option, the Employee or other person having the right to exercise this Option shall give written notice to CFC at its principal place of business. The notice shall indicate the number of whole shares to be purchased and shall be accompanied by payment in full in cash. The exercise of this Option shall be effective upon the 30th day after receipt by CFC of such written notice and payment (“effective date of exercise”), at which time the Employee or the person entitled to receive shares issuable upon exercise, shall be issued a certificate of stock representing the number of shares purchased. If for any reason (such as termination of employment during the 30-day waiting period for reasons other than those referred to in Paragraph 2 above), the exercise of the Option does not become effective, CFC shall refund only the amount paid for the shares. In any event, the effective date of the exercise of this Option must be within ten years from the date of this Option.

5.

In order to receive the tax benefits of an Incentive Stock Option, the Option must be exercised during employment or within ninety days after termination of employment (for the reasons referred to in paragraph 2 above) as an employee by CFC or one of its subsidiaries. The stock purchased pursuant to this Option must be held for a minimum of one year from the date of purchase and two years from the date of this Option Agreement.

6.

Neither the Employee nor the legal representative, legatee or distributee of the Employee shall be or be deemed the holder of any shares subject to this Option, unless and until the exercise of the Option has become effective and a certificate has been issued by CFC for the shares so purchased.

7.

The rights and privileges conferred by this Option shall not be transferred except by Will or by the laws of descent and distribution, in which event the notice of the exercise required under Section 4 must be properly executed by the deceased Employee’s legal representative or by the person who acquired the right to exercise the Option by reason of the death of the Employee. During the lifetime of the Employee, the Option may be exercised only by the Employee.

8.

In the event of a merger, consolidation, reorganization, recapitalization, stock dividend, or other change in corporate structure or capitalization affecting CFC’s stock, such appropriate adjustment shall be made in the number of shares to which this Option applies and also in the Option price of said shares as may be determined by the Compensation Committee of the Board of Directors.

9.

This option shall not be exercisable except for shares which CFC can sell in compliance with applicable securities laws at the time of sale.

10.

This Agreement shall be binding upon and inure to the benefit of the parties hereto and any successors to the business of CFC, but neither this Option nor any rights hereunder shall be assignable by the Employee. The Employee agrees by acceptance of this option to be bound by the terms and restrictions of Stock Option Plan VIII.

Dated at Fairfield, Ohio

CINCINNATI FINANCIAL CORPORATION

By:  __________________________________

Chairman, President

ATTEST:

ACCEPTED:

_______________________________

______________________________________

Chief Financial Officer

Optionee Name

Secretary & Treasurer

EX-10

Exhibit 10.2

CINCINNATI FINANCIAL CORPORATION

P.O. BOX 145496

CINCINNATI, OH 45250-5496

(513) 870-2000

STOCK OPTION PLAN NO. VIII

STOCK OPTION AGREEMENT

FOR NON-QUALIFIED OPTIONS

THIS AGREEMENT, made this ____ day of __________, 20__, by and between CINCINNATI FINANCIAL CORPORATION, an Ohio corporation, 6200 South Gilmore Road, Fairfield, Ohio 45014 (hereafter called “CFC”) and Optionee Name, an employee of CFC or one of its affiliates (hereinafter called the “Employee”) residing at:  Address, City, Zip.

WITNESSETH:

WHEREAS, the Board of Directors of CFC is of the opinion that the interests of CFC will be advanced by enabling key employees of CFC and its affiliates, upon whose judgment, initiative and efforts CFC is largely dependent for the successful conduct of its business, to acquire shares or additional shares of CFC’s stock; and

WHEREAS, the Board of Directors of CFC has established Stock Option Plan Number VIII for employees of CFC and its affiliated companies;

NOW, THEREFORE, in consideration of the foregoing, and of the mutual covenants hereinafter set forth, and of other good and valuable consideration, CFC and Employee enter into this Stock Option Agreement (hereinafter called the “Option”) as follows:

1.

CFC hereby grants to the Employee the right and option to purchase up to Number of Shares at Option Price per share.

2.

Except in cases of retirement or death of Employee, this Option shall be exercisable only in accordance with the following schedule.

(1)

After the expiration of one year of continuous employment with CFC or an affiliate of CFC immediately following the date of grant, this Option shall be exercisable to the extent of one-third of the number of shares originally subject hereto;

(2)

After the expiration of two years of continuous employment with CFC or an affiliate of CFC immediately following the date of grant, this Option shall be exercisable to the extent of two-thirds of the number of shares originally subject hereto, less the number of shares previously purchased pursuant hereto; and

(3)

After the expiration of three years of continuous employment with CFC or an affiliate of CFC following the date of grant, this Option shall be exercisable in full.

Upon termination of employment of the Employee prior to the effective date of exercise of this Option, the unexercised portion hereof shall terminate unless such termination of employment is due to (i) retirement with the approval of the Board of Directors of CFC for disability, (ii) retirement on the attainment of age 65, (iii) retirement with 35 years of continuous employment with CFC or its affiliates, or (iv) death of the Employee while in the employment of CFC. When termination of employment is because of death, unmatured installments will be accelerated, and such installments shall therefore become exercisable in full.  When termination of employment is due to retirement or death, the period within which CFC must receive the notice of exercise and payment shall be the earlier of the period ending: (i) five years after the date of retirement or death of the employee or (ii) ten years from the date on which this Opti on is granted.

Notwithstanding any other provision of this agreement, this Option will terminate no later than ten years after the date this Option is granted.

3.

Except as otherwise provided in paragraph 2 hereof, this Option can be exercised only if the Employee is in the employment of CFC or one of its affiliates on the effective date of exercise.

4.

In order to exercise all or any part of this Option, the Employee or other person having the right to exercise this Option shall give written notice to CFC at its principal place of business. The notice shall indicate the number of whole shares to be purchased and shall be accompanied by payment in full for the number of shares to be purchased. The payment may be cash or through transfer of free and clear shares of CFC stock, previously acquired by the Employee, valued at the current market value on the date of transfer, or by a combination of both cash and such shares. Exercise of the Non-Qualified Option shall be effective on the date of receipt by CFC of the written notice and payment (the “effective date of exercise”). The effective date of the exercise of this Option must be within ten years from the date hereof.

5.

In order to pay all federal and state taxes to be withheld or collected upon exercise of this Option, the Employee or other person having the right to exercise this Option may satisfy all or any portion of such tax obligation by paying cash or by shares of CFC that are acquired through exercise of this Option, valued at the current market value on the date of transfer, but only to the extent of the minimum amount required to be withheld under applicable laws or regulations. This election, if any, must be made on or before the date that the amount of tax to be withheld is determined.

6.

Neither the Employee nor the legal representative, legatee or distributee of the Employee shall be or be deemed the holder of any shares subject to this Option, unless and until the exercise of the Option has become effective and a certificate has been issued by CFC for the shares so purchased.

7.

The rights and privileges conferred by this Option shall not be transferred except by Will or by the laws of descent and distribution, in which event the notice of the exercise required under Section 4 must be properly executed by the deceased Employee’s legal representative or by the person who acquired the right to exercise the Option by reason of the death of the Employee. During the lifetime of the Employee, the Option may be exercised only by the Employee.

8.

In the event of a merger, consolidation, reorganization, recapitalization, stock dividend, or other change in corporate structure or capitalization affecting CFC’s stock, such appropriate adjustment shall be made in the number of shares to which this Option applies and also in the Option price of said shares as may be determined by the Compensation Committee of the Board of Directors.

9.

This option shall not be exercisable except for shares which CFC can sell in compliance with applicable securities laws at the time of sale.

10.

This Agreement shall be binding upon and inure to the benefit of the parties hereto and any successors to the business of CFC, but neither this Option nor any rights hereunder shall be assignable by the Employee. The Employee agrees by acceptance of this option to be bound by the terms and restrictions of Stock Option Plan VIII.

Dated at Fairfield, Ohio

CINCINNATI FINANCIAL CORPORATION

By:  __________________________________

Chairman, President

ATTEST:

ACCEPTED:

____________________________________

______________________________________

Chief Financial Officer

Secretary & Treasurer

EX-10

Exhibit 10.3

CINCINNATI FINANCIAL CORPORATION

P.O. BOX 145496

CINCINNATI, OH 45250-5496

(513) 870-2000

STOCK OPTION PLAN NO. VI

STOCK OPTION AGREEMENT

FOR INCENTIVE AND NON-QUALIFIED OPTIONS

THIS AGREEMENT, made this _____ day of ____________, 200__, by and between CINCINNATI FINANCIAL CORPORATION, an Ohio corporation, 6200 South Gilmore Road, Fairfield, Ohio 45014 (hereafter called “CFC”) and Optionee Name, an employee of CFC or one of its affiliates (hereinafter called the “Employee”) residing at:  Address, City, State, Zip.

WITNESSETH:

WHEREAS, the Board of Directors of CFC is of the opinion that the interests of CFC will be advanced by enabling key employees of CFC and its affiliates, upon whose judgement, initiative and efforts CFC is largely dependent for the successful conduct of its business, to acquire shares or additional shares of CFC’s Stock; and

WHEREAS, the Board of Directors of CFC has established Stock Option Plan Number VI for employees of CFC and its affiliated companies;

NOW, THEREFORE, in consideration of the foregoing, and of the mutual covenants hereinafter set forth, and other good and valuable considerations the parties hereto hereby enter into this Stock Option Agreement (hereinafter called the Option”) as follows:

1.

CFC hereby grants to the Employee the right and option to purchase up to Shares Granted shares of the presently authorized but unissued Common Stock of CFC at the purchase price of Option Price per share. A portion of this Option may qualify as an Incentive Stock Option and the balance is a Non-Qualified Option. Exhibit A to this Stock Option Agreement sets forth the number of shares included in the Incentive and Non-Qualified portions of the Option. No partial exercise of this Option may be for less than 25 whole shares or the number of shares remaining subject to the Option, whichever is smaller.

2.

Except in cases of retirement or death of Employee, this Option shall be exercisable only in accordance with the following schedule.

(1)

After the expiration of one year of continuous employment with CFC or an affiliate of CFC immediately following the date of grant, this Option shall be exercisable to the extent of one-third of the number of shares originally subject hereto;

(2)

After the expiration of two years of continuous employment with CFC or an affiliate of CFC immediately following the date of grant, this Option shall be exercisable to the extent of two-thirds of the number of shares originally subject hereto, less the number of shares previously purchased pursuant hereto; and

(3)

After the expiration of three years of continuous employment with CFC or an affiliate of CFC following the date of grant, this Option shall be exercisable in full.

Upon termination of employment of the Employee prior to the effective date of exercise of this Option, the unexercised portion hereof shall terminate unless such termination of employment is due to (i) retirement with the approval of the Board of Directors of CFC for disability or (ii) retirement due to attainment of retirement age (in either of which events the Board of Directors shall have discretion to permit any

unmatured installments to be accelerated and the Option shall thereupon be exercisable in full). The time within which CFC must receive the notice of exercise and payment shall be 90 days after the date of termination of employment (except at the sole option of the Compensation Committee of the Board of Directors, the last day for receipt of notice of exercise may be delayed until the original expiration date of this Option); or (iii) death of the employee (in which event the unmatured installments of this Option shall be accelerated and exercisable and the time within which CFC must receive the notice of exercise and payment shall be six months after the date of death).

3.

Except as otherwise provided in paragraph 2 hereof, this Option can be exercised only if the Employee is in the employment of CFC or one of its affiliates on the effective date of exercise.

4.

In order to exercise this Option or any part thereof, the Employee or other person having the right to exercise this Option shall give written notice to CFC at its principal place of business, which notice shall indicate the number of whole shares purchased, the allocation of those shares between the Incentive and Non-Qualified portions of this Option, and shall be accompanied by payment in full for the number of shares to be purchased. For Incentive Stock Options, the payment must be cash, and for Non-Qualified Options, the payment may be cash or through transfer of free and clear shares of CFC valued at the current market value on the date of transfer or by combination of both cash and shares. Exercise of the Incentive Stock Option portion of this Option shall be effective upon the 30th day after receipt by CFC of such written notice and payment (“effective date of exercise”), at which time the Employee or the per son entitled thereto shall be issued a certificate of stock representing the number of shares purchased. Exercise of the Non-Qualified portion of this Option shall be effective on the date of receipt by CFC of the written notice and payment (also the “effective date of exercise”). If for any reason (such as termination of employment during the 30-day waiting period required for exercise of the Incentive Stock Option, for reasons other than those referred to in Paragraph 2 above), the exercise of the Option does not become effective, CFC shall refund only the amount paid for the shares. In any event, the effective date of the exercise of this Option must be within ten (10) years from the date hereof.

5.

In order to receive the tax benefits of an Incentive Stock Option, the Option must be exercised within 3 months after termination of employment by CFC or one of its subsidiaries, and the stock purchased pursuant to this Option must be held for a minimum of one year.

6.

Neither the Employee nor his legal representative, legatee or distributee, shall be, or deemed to be, the holder of any shares subject to this Option, unless and until the exercise of the Option has become effective and a certificate has been issued by the company for the shares so purchased.

7.

The rights and privileges conferred by this Option shall not be transferred except by Will or by the laws of descent and distribution, in which event the notice of the exercise required under Section 4 must be properly executed by the deceased Employee’s legal representative or by person who acquired the right to exercise the Option by reason of the death of the Employee. During the lifetime of the Employee, the Option may be exercised only by the Employee.

8.

In the event of a merger, consolidation, reorganization, recapitalization, stock dividend, or other change in corporate structure or capitalization affecting CFC’s stock, such appropriate adjustment shall be made in the number of shares to which this Option applies and also in the Option price of said shares as may be determined by the Compensation Committee of the Board of Directors.

9.

This option shall not be exercisable except for shares the sale of which by the Company complies with applicable securities laws at the time of sale.

10.

This Agreement shall be binding upon and inure to the benefit of the parties hereto and any successors to the business of CFC, but neither this Option nor any rights hereunder shall be assignable by the Employee. The Employee agrees by acceptance of this option to be bound by the terms and restrictions of the Stock Option Plan VI.

Dated at Fairfield, Ohio

CINCINNATI FINANCIAL CORPORATION

By:  ___________________________________

President

ATTEST:

ACCEPTED:

_______________________________

____________________________________

Senior Vice President

Secretary & Treasurer