.

-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, A/azRpB3oq4l+0wgLjP55aTkAkfAIlZrD4GAw4Mkc+fdctPPG7VWaB+xveRl/MGJ cXm7kOhgVtwc1RT3blyJnA== 0000906318-08-000106.txt : 20081118 0000906318-08-000106.hdr.sgml : 20081118 20081118160021 ACCESSION NUMBER: 0000906318-08-000106 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 9 CONFORMED PERIOD OF REPORT: 20081114 ITEM INFORMATION: Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers ITEM INFORMATION: Regulation FD Disclosure ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20081118 DATE AS OF CHANGE: 20081118 FILER: COMPANY DATA: COMPANY CONFORMED NAME: CINCINNATI FINANCIAL CORP CENTRAL INDEX KEY: 0000020286 STANDARD INDUSTRIAL CLASSIFICATION: FIRE, MARINE & CASUALTY INSURANCE [6331] IRS NUMBER: 310746871 STATE OF INCORPORATION: OH FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-04604 FILM NUMBER: 081198383 BUSINESS ADDRESS: STREET 1: 6200 S GILMORE RD CITY: FAIRFIELD STATE: OH ZIP: 45014 BUSINESS PHONE: 5138702000 MAIL ADDRESS: STREET 1: P.O. BOX 145496 CITY: CINCINNATI STATE: OH ZIP: 45250 8-K 1 cinfin8k111408.htm FORM 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: November 14, 2008 (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(e) Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On November 14, 2008, the compensation committee of Cincinnati Financial Corporation’s board of directors granted increases in annual base salaries for 2009, and awarded cash and stock bonuses for 2008 and granted nonqualified stock options and performance-based restricted stock units to the named executive officers as set forth below:


	New Annual Base Salary	2008 Variable Pay (Cash Bonus)	Nonqualified Stock Options	Performance Based Restricted Stock Units
John J. Schiff, Jr., chairman Cincinnati Financial Corporation	$250,000	$447,037	30,000 shares	7,900 shares
James E. Benoski, vice chairman Cincinnati Financial Corporation	$710,460	$479,154	30,000 shares	7,900 shares


	New Annual Base Salary	2008 Variable Pay (Cash Bonus)	Nonqualified Stock Options	Performance Based Restricted Stock Units
Kenneth W. Stecher, president and chief executive officer Cincinnati Financial Corporation	$780,000	$426,060	30,000 shares	7,900 shares
Steven J. Johnston, chief financial officer, secretary and treasurer Cincinnati Financial Corporation	$416,000	$175,000	8,000 shares	2,400 shares
Thomas A. Joseph, president The Cincinnati Casualty Company	$445,000	$274,991	8,000 shares	2,400 shares
Jacob F. Scherer, Jr., executive vice president – sales and marketing The Cincinnati Insurance Company	$474,472	$380,632	8,000 shares	2,400 shares

The company’s named executive officers are at-will employees and these salary and bonus amounts are not subject to any employment agreements.

The compensation committee also approved stock awards under the company’s Holiday Stock Bonus Plan, which awards one share of stock on a non-discounted basis to each full-time associate for each full calendar-year of service up to a maximum of 10 years. Under the Holiday Stock Bonus Plan, except for Mr. Johnston, the named executive officers were each awarded 10 shares valued at $26.59 per share. Mr. Johnston was awarded no shares because he has not been employed by the company for a full year.

The compensation committee also adopted a standard form of performance-based restricted stock unit agreement that is attached as Exhibit 10.1. Award agreements for the named executive officers are attached as Exhibits 10.2 through 10.7.

In conjunction with the changes to retirement benefit plans described in the company’s Quarterly Report on Form 10-Q for the period ending September 30, 2008, the compensation committee approved an amended and restated the non-qualified top hat savings plan effective January 1, 2009. Under this plan amendment, eligible officers who no longer participate in the company’s defined benefit pension plan and for whom annual cash compensation exceeds the limits of Section 414(q)(1)(B)(i) of the Internal Revenue Code may receive a company-matching contribution. Executive officers who elected to remain in the defined benefit plan are not eligible to receive a company match of any contributions under the plan. Of the named executive officers, only Mr. Johnston does not participate in the defined benefit pension plan.

Under this plan amendment, the company will match officer contributions to the top hat savings plan up to 6 percent of the officer’s total annual cash compensation above the Internal Revenue Code limit. Earnings on the contributions will reflect investment elections made by the individual officer. Top hat savings plans participants choose from the same investment options available to associates participating in the company’s tax-qualified 401(k) savings plan.

Item 7.01 Regulation FD Disclosure

On November 17, 2008, 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

Exhibit 10.1 – Form of Performance-based Restricted Stock Unit Agreement for use under the Cincinnati Financial Corporation 2006 Stock Compensation Plan

Exhibit 10.2 – Performance-based Restricted Stock Unit Agreement granted to John J. Schiff, Jr.

Exhibit 10.3 – Performance-based Restricted Stock Unit Agreement granted to James E. Benoski.

Exhibit 10.4 – Performance-based Restricted Stock Unit Agreement granted to Kenneth W. Stecher

Exhibit 10.5 – Performance-based Restricted Stock Unit Agreement granted to Steven J. Johnston

Exhibit 10.6 – Performance-based Restricted Stock Unit Agreement granted to Thomas A. Joseph

Exhibit 10.7 – Performance-based Restricted Stock Unit Agreement granted to J.F. Scherer

Exhibit 99.1 – News release dated November 17, 2008, 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: November 18, 2008	/S/ Steven J. Johnston
	Steven J. Johnston , FCAS, MAAA, CFA
	Chief Financial Officer, Secretary and Treasurer

EX-99 2 ex991.htm EXHIBIT 99.1 .

CINCINNATI FINANCIAL CORPORATION

Investor Contact: Heather J. Wietzel

513-870-2768

CINF-IR@cinfin.com

Media Contact: Joan O. Shevchik

513-603-5323

Media_Inquiries@cinfin.com

Cincinnati Financial Corporation Declares Regular Quarterly Cash Dividend

Cincinnati, November 17, 2008 – Cincinnati Financial Corporation (Nasdaq: CINF) today announced that the board of directors has declared a 39 cents per share regular quarterly cash dividend payable January 15, 2009, to shareholders of record as of December 19, 2008. The current dividend level reflects the 9.9 percent increase in the quarterly dividend rate announced by the board in February. The company’s annual cash dividend has increased for 48 consecutive years.

Kenneth W. Stecher, president and chief executive officer, commented, “The board views our exceptional liquidity as key to sustaining our flexibility through all periods, allowing us to maintain our cash dividend and to continue to invest in and expand our insurance operations. Our financial strength and flexibility are supported by strong capital, strong cash flows and prudent cash balances. All of our insurance subsidiaries continue to be highly rated, operating with a level of capital exceeding regulatory and rating agency requirements.”

Cincinnati Financial Corporation offers property and casualty insurance, our main business, through our three standard market companies, The Cincinnati Insurance Company, The Cincinnati Indemnity Company and The Cincinnati Casualty Company. The Cincinnati Specialty Underwriters Insurance Company provides excess and surplus lines property and casualty insurance. The Cincinnati Life Insurance Company markets life and disability income insurance and annuities. CSU Producer Resources Inc., is our excess and surplus lines brokerage, serving the same local independent agencies that offer our standard market policies. CFC Investment Company offers commercial leasing and financial services. CinFin Capital Management Company provides asset management services to institutions, corporations and nonprofit organiza tions. For additional information about the company, please visit www.cinfin.com.

Mailing Address:

Street Address:

P.O. Box 145496

6200 South Gilmore Road

Cincinnati, Ohio 45250-5496

Fairfield, Ohio 45014-5141

Safe Harbor Statement

This is our “Safe Harbor” statement under the Private Securities Litigation Reform Act of 1995. Our business is subject to certain risks and uncertainties that may cause actual results to differ materially from those suggested by the forward-looking statements in this report. Some of those risks and uncertainties are discussed in our 2007 Annual Report on Form 10-K, Item 1A, Risk Factors, Page 21. Although we often review and update our forward-looking statements when events warrant, we caution our readers that we undertake no obligation to do so.

Factors that could cause or contribute to such differences include, but are not limited to:

Unusually high levels of catastrophe losses due to risk concentrations, changes in weather patterns, environmental events, terrorism incidents or other causes

Events, such as the credit crisis triggered by subprime mortgage lending practices, that lead to:

Significant decline in the value of a particular security or group of securities, such as our financial sector holdings, and impairment of the asset(s)

Significant decline in investment income due to reduced or eliminated dividend payouts from a particular security or group of securities

Significant rise in losses from surety and director and officer policies written for financial institutions

Recession or other economic conditions or regulatory, accounting or tax changes resulting in lower demand for insurance products

Events or conditions that could weaken or harm the company’s relationships with its independent agencies and hamper opportunities to add new agencies, resulting in limitations on the company’s opportunities for growth, such as:

Multi-notch downgrades of the company’s financial strength ratings

Concerns that doing business with the company is too difficult or

Perceptions that the company’s level of service, particularly claims service, is no longer a distinguishing characteristic in the marketplace

Further decline in overall stock market values negatively affecting the company’s equity portfolio and book value; in particular further declines in the market value of financial sector stocks

Prolonged low interest rate environment or other factors that limit the company’s ability to generate growth in investment income or interest rate fluctuations that result in declining values of fixed-maturity investments

Inaccurate estimates or assumptions used for critical accounting estimates

Events or actions, including unauthorized intentional circumvention of controls, that reduce the company’s future ability to maintain effective internal control over financial reporting under the Sarbanes-Oxley Act of 2002

Changing consumer buying habits and consolidation of independent insurance agencies that could alter our competitive advantages

Increased frequency and/or severity of claims

Delays or inadequacies in the development, implementation, performance and benefits of technology projects and enhancements

Ability to obtain adequate reinsurance on acceptable terms, amount of reinsurance purchased, financial strength of reinsurers and the potential for non-payment or delay in payment by reinsurers

Increased competition that could result in a significant reduction in the company’s premium growth rate

Underwriting and pricing methods adopted by competitors that could allow them to identify and flexibly price risks, which could decrease our competitive advantages

Personal lines pricing and loss trends that lead management to conclude that this segment could not attain sustainable profitability, which could prevent the capitalization of policy acquisition costs

Actions of insurance departments, state attorneys general or other regulatory agencies that:

Restrict our ability to exit or reduce writings of unprofitable coverages or lines of business

Place the insurance industry under greater regulatory scrutiny or result in new statutes, rules and regulations

Increase our expenses

Add assessments for guaranty funds, other insurance related assessments or mandatory reinsurance arrangements; or that impair our ability to recover such assessments through future surcharges or other rate changes

Limit our ability to set fair, adequate and reasonable rates

Place us at a disadvantage in the marketplace

Restrict our ability to execute our business model, including the way we compensate agents

Adverse outcomes from litigation or administrative proceedings

Unforeseen departure of certain executive officers or other key employees due to retirement, health or other causes that could interrupt progress toward important strategic goals or diminish the effectiveness of certain longstanding relationships with insurance agents and others

Events, such as an epidemic, natural catastrophe, terrorism or construction delays, that could hamper our ability to assemble our workforce at our headquarters location

Further, the company’s insurance businesses are subject to the effects of changing social, economic and regulatory environments. Public and regulatory initiatives have included efforts to adversely influence and restrict premium rates, restrict the ability to cancel policies, impose underwriting standards and expand overall regulation. The company also is subject to public and regulatory initiatives that can affect the market value for its common stock, such as recent measures affecting corporate financial reporting and governance. The ultimate changes and eventual effects, if any, of these initiatives are uncertain.

* * *

EX-10 3 ex101.htm EXHIBIT 10.1 .

CINCINNATI FINANCIAL CORPORATION

RESTRICTED STOCK UNIT AGREEMENT

PERFORMANCE-BASED

[RECIPIENT NAME]

[RECIPIENT ADDRESS]

As of [Award Date], the Fair Market Value of the shares underlying this award was $ ____.

CINCINNATI FINANCIAL CORPORATION (the “Company”) hereby grants to the associate identified below (the “Participant”) a Restricted Stock Unit Award (the “Award”) under the Company's 2006 Stock Compensation Plan (the “Plan”) with respect to the number of Restricted Stock Units (the “Units”) specified under the “Award Information” section below, all in accordance with and subject to the provisions set forth in Part II -- Terms and Conditions.

PART I. AWARD INFORMATION:

Participant Name: _________________________________________________

Maximum Number of Units Awarded: _________________________________

Award Date: _________, ___ 20__.

Vesting Criteria (when Units granted in the Award vest and shares are issued to the Participant):

Units will vest on _____ , 20__, according to the following schedule for threshold, target and maximum awards upon achievement of the applicable performance target. The performance target shall be measured based on Total Shareholder Return¹ for the Company compared to the Company’s Peer Group for the three calendar years ending ___, 20__. Any member of the peer group that is no longer exists as a separate reporting entity at the end of the performance period shall be excluded for purposes of calculations hereunder.


Vesting Level	Performance Target	Number of Units
Threshold	Total shareholder return for Company equals or exceeds the __th percentile of total shareholder return for the peer group, but is less than the __th percentile for peer group.
Target	Total shareholder return for Company equals or exceeds the __th percentile of total shareholder return for the peer group, but is less than the __th percentile of the peer group.
Maximum	Total shareholder return for the Company equals or exceeds the __th percentile of total shareholder return for the peer group.

Beneficiary Designation (Optional -- see Part II, Section 8): _________________________________________________

THIS AWARD IS SUBJECT TO FORFEITURE AS PROVIDED IN THIS RESTRICTED STOCK UNIT AGREEMENT AND THE PLAN.

By accepting this Award, the Participant acknowledges the receipt of a copy of this Restricted Stock Unit Agreement (including Part II -- Terms and Conditions) and a copy of the Prospectus and agrees to be bound by all the terms and provisions contained in them and in the Plan.

IN WITNESS WHEREOF, this Restricted Stock Unit Agreement has been duly executed as of the Award Date specified above.

CINCINNATI FINANCIAL CORPORATION

By: ____________________________________________

ACCEPTED:

___________________________________________

Participant

^{___________________________________}

¹Total Shareholder Return means annualized total return of a stock to an investor due to capital gains plus reinvestment of all dividends as calculated by and displayed on Bloomberg.

PART II. TERMS AND CONDITIONS

Restricted Stock Units. Each Unit represents a hypothetical share of the Company's Common Stock (the "Shares"), and each Unit will at all times be equal in value to one Share. The Units will be credited to the Participant in an account established for the Participant and maintained by the Company's stock transfer department. If and when Units vest as provided below, Shares in an amount equal to the number of vested Units will automatically be issued to the Participant and will be evidenced by a stock certificate or a book entry account maintained by the Company’s stock transfer department for the Common Stock.

Restrictions. Subject to Sections 3 and 4 below, the restrictions on the Units specified in Part I -- Award Information (the “Award Information”) shall lapse and such Units shall vest on the vesting dates set forth in the Award Information (the “Vesting Date”), provided that: (a) the Performance Target has been met; and (b) the Participant remains an employee of the Company (or a subsidiary of the Company) during the entire period ending on and including the Vesting Date (the “Restriction Period”) commencing on the Award Date set forth in the Award Information and ending on the Vesting Date. Upon vesting, one Share shall be issued with respect to each vested Unit

Participant Death, Disability or Retirement During Restriction Period. In the event of the termination of the Participant’s employment with the Company (and with all subsidiaries of the Company) prior to a Vesting Date due to (a) death or Disability, the attainment of the Performance Target is waived, all restrictions on the Units shall lapse, and all of the Units shall become fully vested on the date of death or Disability, or (b) the Participant reaching eligibility for Normal Retirement, restriction 2(b) concerning continuous employment during the Restriction Period is waived and shall lapse and the Units shall remain subject to all other vesting requirements and restrictions including the Vesting Date. Upon vesting, one Share shall be issued with respect to each such vested Unit.

Other Termination of Employment During Restriction Period. If the Participant's employment with the Company (and with all subsidiaries of the Company) is terminated for any reason other than death, Disability or Normal Retirement prior to the end of the Restriction Period, the Participant shall forfeit all rights to any Units (and to the related Shares) as to which the Vesting Date has not yet occurred. Notwithstanding the foregoing, the Compensation Committee of the Board of Directors of the Company may, in its sole discretion, waive the restrictions on, and the vesting requirements for, the Units.

Shareholder Rights. The Participant shall not have the right to vote any Shares or to receive any cash dividends payable with respect to any Shares, or otherwise have any rights as a shareholder with respect to any Shares, unless and until the Shares have actually been issued to the Participant hereunder upon the vesting of Units as provided in this Agreement.

Transfer Restrictions. This Award and the Units (until they vest pursuant to the terms hereof and Shares are issued with respect thereto) are non-transferable and may not be assigned, hypothecated or otherwise pledged, except by will or the laws of descent and distribution, and shall not be subject to execution, attachment or similar process. Upon any attempt to effect any such disposition, or upon the levy of any such process, the Award shall immediately become null and void and the Units shall be forfeited.

Withholding Taxes. The Company is authorized to satisfy the actual minimum statutory withholding taxes arising from the vesting of this Award, by deducting the number of Shares having an aggregate value equal to the amount of withholding taxes due from the total number of Shares that would otherwise be issuable upon any Units vesting or otherwise becoming subject to current taxation. Shares deducted from this Award in satisfaction of actual minimum withholding tax requirements shall be valued at the Fair Market Value of the Shares on the date as of which the amount giving rise to the withholding requirement first became includible in the gross income of the Participant under applicable tax laws.

Death of Participant. If any of the Units shall vest upon the death of the Participant, the Shares issued as a result of such vesting shall be registered in the name of the estate of the Participant except that, if the Participant has designated a beneficiary where indicated in the Award Information, the Shares shall be registered in the name of the designated beneficiary.

Other Terms and Provisions. The terms and provisions of the Plan (a copy of which will be furnished to the Participant upon written request) are incorporated herein by reference. To the extent any provision of this Award is inconsistent or in conflict with any term or provision of the Plan, the Plan shall govern. For purposes of this Agreement, (a) the term “Disability” means permanent and total disability as determined under procedures established by the Company from time to time, and (b) the term “Normal Retirement” means retirement from active employment with at least 35 years of continuous service with the Company or its subsidiaries or otherwise under a retirement plan of the Company or any subsidiary or under an employment contract with any of them on or after the date specified as the normal retirement age in the pension plan or employment contract, if any, under which the Partici pant is at that time accruing retirement benefits for his or her current service (or, in the absence of a specified normal retirement age, the age at which retirement benefits under such plan or contract become payable without reduction for early commencement and without any requirement of a particular period of prior service). In any case in which (i) the meaning of “Normal Retirement” is uncertain under the definition contained in the prior sentence or (ii) a termination of employment at or after age 65 would not otherwise constitute “Normal Retirement,” a termination of the Participant's employment shall be treated as a “Normal Retirement” under such circumstances as the Committee, in its sole discretion, deems equivalent to retirement. In any case in which the existence of a “Disability” is uncertain under the applicable definition and procedures hereunder, a final and binding determination shall be made by the Committee in its sole discretion.

EX-10 4 ex102.htm EXHIBIT 10.2 .

CINCINNATI FINANCIAL CORPORATION

RESTRICTED STOCK UNIT AGREEMENT

PERFORMANCE-BASED

John J. Schiff Jr.

6200 South Gilmore Rd

Fairfield, OH 45014

As of November 14, 2008, the Fair Market Value of the shares underlying this award was $ 262,576.25.

PART I. AWARD INFORMATION:

Participant Name: John J. Schiff, Jr.

Maximum Number of Units Awarded: 9,875

Award Date: November 14, 2008

Vesting Criteria (when Units granted in the Award vest and shares are issued to the Participant):

Units will vest on March 1, 2012, according to the following schedule for threshold, target and maximum awards upon achievement of the applicable performance target. The performance target shall be measured based on Total Shareholder Return¹ for the Company compared to the Company’s Peer Group for the three calendar years ending December 31, 2011. Any member of the peer group that is no longer exists as a separate reporting entity at the end of the performance period shall be excluded for purposes of calculations hereunder.


Vesting Level	Performance Target	Number of Units
Threshold	Total shareholder return for Company equals or exceeds the 25th percentile of total shareholder return for the peer group, but is less than the 50th percentile for peer group.	5,925
Target	Total shareholder return for Company equals or exceeds the 50th percentile of total shareholder return for the peer group, but is less than the 75th percentile of the peer group.	7,900
Maximum	Total shareholder return for the Company equals or exceeds the 75th percentile of total shareholder return for the peer group.	9,875

Beneficiary Designation (Optional -- see Part II, Section 8): _______________________________________________

THIS AWARD IS SUBJECT TO FORFEITURE AS PROVIDED IN THIS RESTRICTED STOCK UNIT AGREEMENT AND THE PLAN.

IN WITNESS WHEREOF, this Restricted Stock Unit Agreement has been duly executed as of the Award Date specified above.

CINCINNATI FINANCIAL CORPORATION

By: /S/ Kenneth W. Stecher

Kenneth W. Stecher

ACCEPTED:

/S/ John J. Schiff, Jr.

John J. Schiff, Jr., CPCU

^{_______________________________________________}

¹Total Shareholder Return means annualized total return of a stock to an investor due to capital gains plus reinvestment of all dividends as calculated by and displayed on Bloomberg.

PART II. TERMS AND CONDITIONS

EX-10 5 ex103.htm EXHIBIT 10.3 .

CINCINNATI FINANCIAL CORPORATION

RESTRICTED STOCK UNIT AGREEMENT

PERFORMANCE-BASED

James E. Benoski

6200 South Gilmore Rd

Fairfield, OH 45014

As of November 14, 2008, the Fair Market Value of the shares underlying this award was $ 262,576.25.

PART I. AWARD INFORMATION:

Participant Name: James E. Benoski

Maximum Number of Units Awarded: 9,875

Award Date: November 14, 2008

Vesting Criteria (when Units granted in the Award vest and shares are issued to the Participant):


Vesting Level	Performance Target	Number of Units
Threshold	Total shareholder return for Company equals or exceeds the 25th percentile of total shareholder return for the peer group, but is less than the 50th percentile for peer group.	5,925
Target	Total shareholder return for Company equals or exceeds the 50th percentile of total shareholder return for the peer group, but is less than the 75th percentile of the peer group.	7,900
Maximum	Total shareholder return for the Company equals or exceeds the 75th percentile of total shareholder return for the peer group.	9,875

Beneficiary Designation (Optional -- see Part II, Section 8): ______________________________________________

THIS AWARD IS SUBJECT TO FORFEITURE AS PROVIDED IN THIS RESTRICTED STOCK UNIT AGREEMENT AND THE PLAN.

IN WITNESS WHEREOF, this Restricted Stock Unit Agreement has been duly executed as of the Award Date specified above.

CINCINNATI FINANCIAL CORPORATION

By: /S/ Kenneth W. Stecher

Kenneth W. Stecher

ACCEPTED:

/S/ James E. Benoski

James E. Benoski

^{______________________________________________}

¹Total Shareholder Return means annualized total return of a stock to an investor due to capital gains plus reinvestment of all dividends as calculated by and displayed on Bloomberg.

PART II. TERMS AND CONDITIONS

EX-10 6 ex104.htm EXHIBIT 10.4 .

CINCINNATI FINANCIAL CORPORATION

RESTRICTED STOCK UNIT AGREEMENT

PERFORMANCE-BASED

Kenneth W. Stecher

6200 South Gilmore Rd

Fairfield, OH 45014

As of November 14, 2008, the Fair Market Value of the shares underlying this award was $ 262,576.25.

PART I. AWARD INFORMATION:

Participant Name: Kenneth W. Stecher

Maximum Number of Units Awarded: 9,875

Award Date: November 14, 2008

Vesting Criteria (when Units granted in the Award vest and shares are issued to the Participant):


Vesting Level	Performance Target	Number of Units
Threshold	Total shareholder return for Company equals or exceeds the 25th percentile of total shareholder return for the peer group, but is less than the 50th percentile for peer group.	5,925
Target	Total shareholder return for Company equals or exceeds the 50th percentile of total shareholder return for the peer group, but is less than the 75th percentile of the peer group.	7,900
Maximum	Total shareholder return for the Company equals or exceeds the 75th percentile of total shareholder return for the peer group.	9,875

Beneficiary Designation (Optional -- see Part II, Section 8): _____________________________________________

THIS AWARD IS SUBJECT TO FORFEITURE AS PROVIDED IN THIS RESTRICTED STOCK UNIT AGREEMENT AND THE PLAN.

IN WITNESS WHEREOF, this Restricted Stock Unit Agreement has been duly executed as of the Award Date specified above.

CINCINNATI FINANCIAL CORPORATION

By: /S/ Kenneth W. Stecher

Kenneth W. Stecher

ACCEPTED:

/S/ Kenneth W. Stecher

Kenneth W. Stecher

^{______________________________________________}

¹Total Shareholder Return means annualized total return of a stock to an investor due to capital gains plus reinvestment of all dividends as calculated by and displayed on Bloomberg.

PART II. TERMS AND CONDITIONS

EX-10 7 ex105.htm EXHIBIT 10.5 .

CINCINNATI FINANCIAL CORPORATION

RESTRICTED STOCK UNIT AGREEMENT

PERFORMANCE-BASED

Steven J. Johnston

6200 South Gilmore Rd

Fairfield, OH 45014

As of November 14, 2008, the Fair Market Value of the shares underlying this award was $ 79,770.00.

PART I. AWARD INFORMATION:

Participant Name: Steven J. Johnston

Maximum Number of Units Awarded: 3,000

Award Date: November 14, 2008

Vesting Criteria (when Units granted in the Award vest and shares are issued to the Participant):


Vesting Level	Performance Target	Number of Units
Threshold	Total shareholder return for Company equals or exceeds the 25th percentile of total shareholder return for the peer group, but is less than the 50th percentile for peer group.	1,800
Target	Total shareholder return for Company equals or exceeds the 50th percentile of total shareholder return for the peer group, but is less than the 75th percentile of the peer group.	2,400
Maximum	Total shareholder return for the Company equals or exceeds the 75th percentile of total shareholder return for the peer group.	3,000

Beneficiary Designation (Optional -- see Part II, Section 8): ________________________________________________

THIS AWARD IS SUBJECT TO FORFEITURE AS PROVIDED IN THIS RESTRICTED STOCK UNIT AGREEMENT AND THE PLAN.

IN WITNESS WHEREOF, this Restricted Stock Unit Agreement has been duly executed as of the Award Date specified above.

CINCINNATI FINANCIAL CORPORATION

By: /S/ Kenneth W. Stecher

Kenneth W. Stecher

ACCEPTED:

/S/ Steven J. Johnston

Steven J. Johnston, FCAS, MAAA, CFA

^{______________________________________________}

¹Total Shareholder Return means annualized total return of a stock to an investor due to capital gains plus reinvestment of all dividends as calculated by and displayed on Bloomberg.

PART II. TERMS AND CONDITIONS

EX-10 8 ex106.htm EXHIBIT 10.6 .

CINCINNATI FINANCIAL CORPORATION

RESTRICTED STOCK UNIT AGREEMENT

PERFORMANCE-BASED

Thomas A. Joseph

6200 South Gilmore Rd

Fairfield, OH 45014

As of November 14, 2008, the Fair Market Value of the shares underlying this award was $ 79,770.00.

PART I. AWARD INFORMATION:

Participant Name: Thomas A. Joseph

Maximum Number of Units Awarded: 3,000

Award Date: November 14, 2008

Vesting Criteria (when Units granted in the Award vest and shares are issued to the Participant):


Vesting Level	Performance Target	Number of Units
Threshold	Total shareholder return for Company equals or exceeds the 25th percentile of total shareholder return for the peer group, but is less than the 50th percentile for peer group.	1,800
Target	Total shareholder return for Company equals or exceeds the 50th percentile of total shareholder return for the peer group, but is less than the 75th percentile of the peer group.	2,400
Maximum	Total shareholder return for the Company equals or exceeds the 75th percentile of total shareholder return for the peer group.	3,000

Beneficiary Designation (Optional -- see Part II, Section 8): ________________________________________________

THIS AWARD IS SUBJECT TO FORFEITURE AS PROVIDED IN THIS RESTRICTED STOCK UNIT AGREEMENT AND THE PLAN.

IN WITNESS WHEREOF, this Restricted Stock Unit Agreement has been duly executed as of the Award Date specified above.

CINCINNATI FINANCIAL CORPORATION

By: /S/ Kenneth W. Stecher

Kenneth W. Stecher

ACCEPTED:

/S/ Thomas A. Joseph

Thomas A. Joseph, CPCU

^{_________________________________________________}

¹Total Shareholder Return means annualized total return of a stock to an investor due to capital gains plus reinvestment of all dividends as calculated by and displayed on Bloomberg.

PART II. TERMS AND CONDITIONS

EX-10 9 ex107.htm EXHIBIT 10.7 .

CINCINNATI FINANCIAL CORPORATION

RESTRICTED STOCK UNIT AGREEMENT

PERFORMANCE-BASED

Jacob F. Scherer, Jr.

6200 South Gilmore Rd

Fairfield, OH 45014

As of November 14, 2008, the Fair Market Value of the shares underlying this award was $ 79,770.00.

PART I. AWARD INFORMATION:

Participant Name: Jacob F. Scherer, Jr.

Maximum Number of Units Awarded: 3,000

Award Date: November 14, 2008

Vesting Criteria (when Units granted in the Award vest and shares are issued to the Participant):


Vesting Level	Performance Target	Number of Units
Threshold	Total shareholder return for Company equals or exceeds the 25th percentile of total shareholder return for the peer group, but is less than the 50th percentile for peer group.	1,800
Target	Total shareholder return for Company equals or exceeds the 50th percentile of total shareholder return for the peer group, but is less than the 75th percentile of the peer group.	2,400
Maximum	Total shareholder return for the Company equals or exceeds the 75th percentile of total shareholder return for the peer group.	3,000

Beneficiary Designation (Optional -- see Part II, Section 8): _______________________________________________

THIS AWARD IS SUBJECT TO FORFEITURE AS PROVIDED IN THIS RESTRICTED STOCK UNIT AGREEMENT AND THE PLAN.

IN WITNESS WHEREOF, this Restricted Stock Unit Agreement has been duly executed as of the Award Date specified above.

CINCINNATI FINANCIAL CORPORATION

By: /S/ Kenneth W. Stecher

Kenneth W. Stecher

ACCEPTED:

/S/ Jacob F. Scherer, Jr.

Jacob F. Scherer, Jr.

^{_________________________________________________}

¹Total Shareholder Return means annualized total return of a stock to an investor due to capital gains plus reinvestment of all dividends as calculated by and displayed on Bloomberg.

PART II. TERMS AND CONDITIONS

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