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)			May 26, 2006
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.

Item 2.03

Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of Registrant.

On May 26, 2006, Cincinnati Financial Corporation renewed its 364-day credit agreement with Fifth Third Bank effective May 30, 2006.  The credit agreement provides for an unsecured $50 million line of credit available for Cincinnati Financial Corporation’s general corporate purposes.  The material terms of the original credit agreement are unchanged by this amendment.  The maturity date for the credit agreement is May 29, 2007.  Fifth Third Bank is a wholly-owned subsidiary of Fifth Third Bancorp.  Cincinnati Financial Corporation is the beneficial owner of approximately 13 percent of the outstanding common stock of Fifth Third Bancorp.  The credit transaction was effected on an arm’s length basis.  CFC Investment Company, a wholly owned subsidiary of Cincinnati Financial Corporation, also is a borrower under the credit agreement.

Item 7.01

Regulation FD Disclosure.

On May 26, 2006, Cincinnati Financial Corporation issued the attached news release “Cincinnati Financial Corporation Declares Regular Quarterly Cash Dividend.” The news release is furnished as Exhibit 99.1 hereto and is incorporated herein by reference. This report should not be deemed an admission as to the materiality of any information contained in the news release.

The information furnished in Item 7.01 of this report shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that Section, nor shall such information be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended.

Item 9.01  

Financial Statements and Exhibits

(c) Exhibits

Exhibit 10.01 – Amendment No. 1 to Credit Agreement by and among Cincinnati Financial Corporation and CFC Investment Company, as Borrowers, and Fifth Third Bank, as Lender.

Exhibit 10.02 -- 364-Day Credit Agreement by and among Cincinnati Financial Corporation and CFC Investment Company, as Borrowers, and Fifth Third Bank, as Lender, incorporated by reference to Exhibit 10.01 filed with the company’s Current Report on Form 8-K dated May 31, 2005.

Exhibit 99.1 – News release dated May 26, 2006, titled “Cincinnati Financial Corporation Declares Regular Quarterly Cash Dividend.”

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 May 26, 2006

/S/ Kenneth W. Stecher

Kenneth W. Stecher

Chief Financial Officer, Executive Vice President, Secretary and Treasurer

(Principal Accounting Officer)

/s/

EX-10

EXECUTION COPY

AMENDMENT NO. 1 TO

CREDIT AGREEMENT

This AMENDMENT NO. 1 to CREDIT AGREEMENT (this “Amendment”) dated as of May 30, 2006 is among CINCINNATI FINANCIAL CORPORATION, an Ohio corporation (“CFC”), and CFC INVESTMENT COMPANY, an Ohio corporation (“CFCI”) (hereinafter, together with their successors and assigns, collectively, the “Borrowers” and each individually a “Borrower”) and FIFTH THIRD BANK, as Lender (the “Lender”).

W I T N E S S E T H:

WHEREAS, Borrowers and Lender are parties to the Credit Agreement dated as of May 31, 2005 (the “Credit Agreement”);

WHEREAS, the Borrowers have requested that the Lender extend the maturity of the Loans under the Credit Agreement; and

WHEREAS, subject to the terms and conditions hereof, the Lender is willing to consent to such extension.

NOW, THEREFORE, in consideration of the foregoing and of the mutual covenants contained herein the Borrowers and the Lender agree as follows (with capitalized terms used, but not otherwise defined, herein having the respective meanings given to such terms in the Credit Agreement):

1.

Amendments.  On and as of the Effective Date (as defined below) the Credit Agreement is amended as follows:

(a)

The definition of “Maturity Date” in Section 1.01 of the Credit Agreement is hereby amended by deleting the words, “May 30, 2006” appearing therein and inserting, in lieu thereof, the words, “May 29, 2007”;

(b)

Section 4.01(e) of the Credit Agreement is hereby amended by deleting the words, “December 31, 2004” each time such words appear therein and inserting, in lieu thereof, the words, “December 31, 2005”;

2.

Continuing Effect of Credit Agreement.  Except as amended hereby, the provisions of the Credit Agreement are and shall remain in full force and effect and are in all respects confirmed, approved and ratified.  

3.

Conditions to Effectiveness.  This Amendment shall be effective as of the date first above written but shall not become effective as of such date until the date (the “Effective Date”) that each of the following conditions shall have been satisfied:

(a)

The Lender shall have received each of the following documents, in each case in form and substance reasonably satisfactory to the Lender

(i)

This Amendment duly executed by each Borrower;

(ii)

An Amended and Restated Note duly executed by each Borrower in the amount of the Commitment;

(iii)

Certified copies of (x) the articles of incorporation and code of regulations  of each Borrower, (y) the resolutions of the Board of Directors of each Borrower authorizing and approving this Amendment and the transactions contemplated hereby, and (z) all documents evidencing other necessary corporate action and governmental approvals, if any, with respect to this Agreement;

(iv)

 A certificate of the Secretary or an Assistant Secretary of each Borrower certifying the names and true signatures of the officers of each Borrower authorized to sign this Amendment and the other Loan Documents to be delivered hereunder;

(v)

Certificates from the Secretary of State of Ohio each dated a date reasonably close to the Effective Date as to the good standing of the Borrowers;

(vi)

A certificate of a Responsible Officer of each Borrower certifying that as of the Effective Date (i) no Default or Event of Default has occurred and is continuing, and (ii) the representations and warranties contained in this Amendment are true and correct; and

(vii)

 Such other approvals, opinions and documents relating to this Amendment and the transactions contemplated hereby as the Lender may reasonably request.

(b)

Each of the representations and warranties of each Borrower contained in this Amendment shall be true and correct on and as of the Effective Date.

(c)

No Default or Event of Default has occurred and is continuing, or would result from the effectiveness of this Amendment.

(d)

It shall not be unlawful (i) for the Lender  to perform any of its agreements or obligations under this Amendment or any of the other Loan Documents to which such Person is a party on the Effective Date or (ii) for any Borrower to perform any of its material agreements or obligations under this Amendment or any of the other Loan Documents to which it is a party as of the Effective Date.

(e)

No event or condition shall have resulted in a Material Adverse Effect since the date of the last Borrowing under the Credit Agreement.

4.

Representations and Warranties.  In order to induce the Lender  to enter into this Amendment, each Borrower represents and warrants as follows:

(a)

Each of the representations and warranties of such Borrower set forth in the Credit Agreement is true and correct on and as of the Effective Date both before and after giving effect to this Amendment; and

(b)

No Default or Event of Default has occurred and is continuing, or would result from the effectiveness of this Amendment.

5.

Loan Document.  This Amendment shall constitute a Loan Document.  

6.

Counterparts. This Amendment may be executed in any number of counterparts and by different parties hereto in separate counterparts, each of which when so executed shall be deemed to be an original and all of which taken together shall constitute one and the same agreement.  Any counterpart hereof may be executed and delivered via telecopier, and each such counterpart so executed and delivered shall have the same force and effect as an originally executed and delivered counterpart hereof.

7.

GOVERNING LAW.  THIS AMENDMENT SHALL BE CONSTRUED IN ACCORDANCE WITH AND GOVERNED BY THE LAW OF THE STATE OF OHIO.

[Remainder of Page Intentionally Left Blank; Signature Page Follows]

1631234.2

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed by their respective officers thereunto duly authorized, as of the date first above written.

Address: 6200 South Gilmore Road Fairfield, OH  45014	BORROWER: CINCINNATI FINANCIAL CORPORATION By /s/ Kenneth W. Stecher Name: Kenneth W. Stecher Title: Executive Vice President and Chief Financial Officer
6200 South Gilmore Road Fairfield, OH  45014	CFC INVESTMENT COMPANY By /s/ Kenneth W. Stecher Name: Kenneth W. Stecher Title: Executive Vice President and Chief Financial Officer
Address: 38 Fountain Square Plaza Cincinnati, Ohio  45263	LENDER: FIFTH THIRD BANK, as Lender By /s/ Megan S. Heisel Name: Megan S. Heisel Title: Vice President

1631234.2

EX-99

CINCINNATI  FINANCIAL  CORPORATION

Mailing Address:                  P.O. BOX 145496

CINCINNATI, OHIO  45250-5496

              (513) 870-2000

Investor Contact:  Heather J. Wietzel

(513) 870-2768

Media Contact:  Joan O. Shevchik

(513) 603-5323

Cincinnati Financial Corporation Declares Regular Quarterly Cash Dividend

CINCINNATI, May 26, 2006 -- Cincinnati Financial Corporation (Nasdaq: CINF) today announced that the executive committee of its board of directors has declared a 33½ cents per share regular quarterly cash dividend payable July 14, 2006, to shareholders of record on June 23, 2006. The current dividend level reflects the 9.8 percent increase in the quarter dividend rate announced by the board in February. That action set the stage for the 46th consecutive increase in the indicated annual cash dividend.

Chairman and Chief Executive Officer John J. Schiff, Jr., CPCU commented, “As Mergent noted in its Spring 2006 Dividend Achievers, Cincinnati Financial Corporation is ranked No. 11 among the companies with the longest records of consecutive dividend increases. The financial strength that allows our board to continue to reward shareholders also supports your company’s high financial strength ratings. For the 50th consecutive year, A.M. Best Co. awarded the Cincinnati property casualty group its highest available rating, affirming our A++ on April 28, 2006.”

Cincinnati Financial Corporation offers property and casualty insurance, its main business, through The Cincinnati Insurance Company, The Cincinnati Indemnity Company and The Cincinnati Casualty Company. The Cincinnati Life Insurance Company markets life and disability income insurance and annuities. CFC Investment Company offers commercial leasing and financing services. CinFin Capital Management Company provides asset management services to institutions, corporations and individuals.

6200 S. Gilmore Road, Fairfield, Ohio  45014-5141