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:  March 19, 2007 (Date of earliest event reported)
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
N/A (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 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

On March 19, 2007, the compensation committee of the board of directors of Cincinnati Financial Corporation adopted a standard form of performance-based incentive compensation agreement, which is attached as Exhibit 10.1  

Item 9.01  Financial Statements and Exhibits

(c) Exhibits

Exhibit 10.1 –   Form of Incentive Compensation Agreement for use under the Cincinnati Financial Corporation 2006 Incentive Compensation Plan

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:  March 19, 2007	/s/ Kenneth W. Stecher
	Kenneth W. Stecher
	Chief Financial Officer, Executive Vice President, Secretary and Treasurer
	(Principal Accounting Officer)

EX-10

CINCINNATI FINANCIAL CORPORATION

2006 INCENTIVE COMPENSATION PLAN

PERFORMANCE-BASED GRANT

CINCINNATI FINANCIAL CORPORATION (the “Company”) hereby grants to the associate identified below (the “Participant”) an award in the form of a cash bonus in the amount indicated below under the Company's 2006 Incentive Compensation Plan (the “Plan”), to be payable only upon achievement of two of the three performance targets specified below during the performance period specified below.

Note:  This award is subject to reduction by the compensation committee in the exercise of its negative discretion (within the meaning of the applicable rules of the Internal Revenue Service under Section 162(m) of the Internal Revenue Code) as to part or all of any award otherwise earned upon achievement of the specified performance targets.

 This award is forfeited if the Participant’s employment terminates for any reason during the performance period specified below and is subject to the terms of the “Award Information” section below, all in accordance with and subject to the terms and conditions of the Plan, which the Participant expressly accepts.

AWARD INFORMATION:

Participant Name:  _______________________________________

Award Amount:  $____________

Award Date:  ______________________________________, 20__

Performance Period:  Calendar Year Ending December 31, 20__

Performance Targets

1)  Increase in Operating Income*

___ Percent

2)  Increase in Gross Direct Written Premium*

___ Percent

3)  Exceed median annual percentage increase in earnings per share for Peer Group*

*As defined by the Plan

IN WITNESS WHEREOF, this 2006 Incentive Compensation Plan Award has been duly executed as of the Award Date specified above.

CINCINNATI FINANCIAL CORPORATION

By:  ______________________________________

ACCEPTED:

___________________________________________

Participant