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0000906318-09-000046.txt : 20090320 0000906318-09-000046.hdr.sgml : 20090320 20090320160911 ACCESSION NUMBER: 0000906318-09-000046 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 4 CONFORMED PERIOD OF REPORT: 20090316 ITEM INFORMATION: Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers: Compensatory Arrangements of Certain Officers ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20090320 DATE AS OF CHANGE: 20090320 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: 09696421 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 cinfin8k31609.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: March 16, 2009 (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 16, 2009, the compensation committee of the board of directors of Cincinnati Financial Corporation approved the form of agreement and granted incentive compensation awards for 2009 under the Annual Incentive Compensation Plan of 2009. A copy of the complete Plan is included in the 2009 Shareholder Meeting Notice and Proxy Statement, Appendix A, Page 49.

The incentive compensation awards can be earned only if performance targets established for 2009 are achieved. The committee will meet in early 2010 to determine a) if the performance targets were achieved and b) if the committee believes the awards are appropriate in light of then-current circumstances. The committee established maximum amounts of incentive compensation that may be earned in 2009 pursuant to such grants of $400,000 for Kenneth W. Stecher, president and chief executive officer, and $200,000 for Steven J. Johnston, chief financial officer, secretary and treasurer. The awards are granted subject to shareholder approval of the Annual Incentive Compensation Plan of 2009 at the 2009 Annual Meeting of Shareholders on May 2, 2009.

Item 9.01 Financial Statements and Exhibits.

(c)

Exhibits

Exhibit 10.1 – Form of agreement for use with Incentive Compensation Plan of 2009

Exhibit 10.2 – 2009 incentive compensation award agreement for Kenneth W. Stecher

Exhibit 10.3 – 2009 incentive compensation award agreement for Steven J. Johnston

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 20, 2009	/S/ Steven J. Johnston
	Steven J. Johnston, MAAA, FCAS, CFA
	Chief Financial Officer, Senior Vice President, Secretary and Treasurer Cincinnati Financial Corporation

EX-10 2 ex101.htm EXHIBIT 10.1 .

Exhibit 10.1

CINCINNATI FINANCIAL CORPORATION

ANNUAL INCENTIVE COMPENSATION PLAN OF 2009

PERFORMANCE-BASED AWARD

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 Cincinnati Financial Corporation Annual Incentive Compensation Plan of 2009 (the Plan), to be payable only upon achievement the Performance Goal during the Performance Period as specified below. A copy of the complete Plan is included in the 2009 Shareholder Meeting Notice and Proxy Statement, Appendix A, Page 49. The Compensation Committee of the Board of Directors (Committee) retains complete negative discretion (within the meaning of the applicable rules of the Internal Revenue Service under Section 162(m) of the Code) to reduce the amount of or eliminate part or all of the Award otherwise earned by the Participant upon the attainment of the Performance Goal in light of factors deemed appropriate by the Committee.

This award is forfeited if the Participant’s employment with the Company terminates for any reason other than death or retirement during the Performance Period. If the Participant terminates employment with the Company due to death or retirement during the Performance Period and the Performance Goal is satisfied, the Participant may be entitled to the payment of the Award at the discretion of the Committee. In no event shall the Award be paid later than two months and fifteen days following the close of the calendar year in which the Performance Goal is satisfied.

This award 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: __________________________________________________

Maximum Award Amount: $____________

Award Date: ____________________________________, 20__

Performance Period: Calendar Year Ending December 31, 20__

Performance Goal: Value Creation Ratio* compared to Peer Group*


Vesting Level	Performance Target	Award Level
Threshold	Value Creation Ratio equals or exceeds ___ percentile of Peer Group	$_______
Target	Value Creation Ratio equals or exceeds ___ percentile of Peer Group	$_______
Maximum	Value Creation Ratio equals or exceeds ___ percentile of Peer Group	$_______

* As defined by the Plan

IN WITNESS WHEREOF, this award has been duly executed as of the Award Date specified above.

CINCINNATI FINANCIAL CORPORATION

By: _______________________________________

ACCEPTED:

_________________________________________

Participant

EX-10 3 ex102.htm EXHIBIT 10.2 .

Exhibit 10.2

CINCINNATI FINANCIAL CORPORATION

ANNUAL INCENTIVE COMPENSATION PLAN OF 2009

PERFORMANCE-BASED AWARD

This award 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: Kenneth W. Stecher

Maximum Award Amount: $400,000

Award Date: March 16, 2009

Performance Period: Calendar Year Ending December 31, 2009

Performance Goal: Value Creation Ratio* compared to Peer Group*


Vesting Level	Performance Target	Award Level
Threshold	Value Creation Ratio equals or exceeds 37.5^th percentile of Peer Group	$100,000
Target	Value Creation Ratio equals or exceeds 50^th percentile of Peer Group	$200,000
Maximum	Value Creation Ratio equals or exceeds 75^th percentile of Peer Group	$400,000

* As defined by the Plan

IN WITNESS WHEREOF, this award has been duly executed as of the Award Date specified above.

CINCINNATI FINANCIAL CORPORATION

By: ______________________________________

ACCEPTED:

_________________________________________

Participant

EX-10 4 ex103.htm EXHIBIT 10.2 .

Exhibit 10.3

CINCINNATI FINANCIAL CORPORATION

ANNUAL INCENTIVE COMPENSATION PLAN OF 2009

PERFORMANCE-BASED AWARD

This award 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: Steven J. Johnston

Maximum Award Amount: $200,000

Award Date: March 16, 2009

Performance Period: Calendar Year Ending December 31, 2009

Performance Goal: Value Creation Ratio* compared to Peer Group*


Vesting Level	Performance Target	Award Level
Threshold	Value Creation Ratio equals or exceeds 37.5^th percentile of Peer Group	$50,000
Target	Value Creation Ratio equals or exceeds 50^th percentile of Peer Group	$100,000
Maximum	Value Creation Ratio equals or exceeds 75^th percentile of Peer Group	$200,000

* As defined by the Plan

IN WITNESS WHEREOF, this award has been duly executed as of the Award Date specified above.

CINCINNATI FINANCIAL CORPORATION

By: _____________________________________

ACCEPTED:

_________________________________________

Participant