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:  September 18, 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 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.  

On September 24, 2009, Cincinnati Financial Corporation issued the attached news release titled “Cincinnati Financial Board Acts to Comply with Nasdaq Rule on Audit Committee Composition” furnished as Exhibit 99.1 hereto and incorporated herein by reference. This report should not be deemed an admission as to the materiality of any information contained in the news release.

Item 9.01 Financial Statements and Exhibits.

(c)

Exhibits

Exhibit 99.1 – News release dated September 24, 2009, “Cincinnati Financial Board Acts to Comply with Nasdaq Rule on Audit Committee Composition.”

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: September 24, 2009	/S/Steven J. Johnston
	Steven J. Johnston, FCAS, MAAA, CFA
	Chief Financial Officer, Senior Vice President, Secretary and Treasurer

EX-99

CINCINNATI  FINANCIAL  CORPORATION

Investor Contact: Dennis E. McDaniel, 513-870-2768

CINF-IR@cinfin.com

Media Contact: Joan O. Shevchik, 513-603-5323

Media_Inquiries@cinfin.com

Cincinnati Financial Board Acts to Comply with Nasdaq Rule on Audit Committee Composition

Cincinnati, September 24, 2009 – Cincinnati Financial Corporation (Nasdaq: CINF) on September 22 received The Nasdaq Stock Market’s notice of noncompliance with Rule 5605(c)(2)(A)– Audit Committee Composition. In the same letter, Nasdaq indicated that the company’s board actions on September 18 corrected the deficiency, regaining compliance to close the matter.

On September 18, the board accepted the resignation from the audit committee and from the compensation committee of Gregory T. Bier, CPA (ret.). The audit committee has five continuing independent directors, and the compensation committee has three continuing independent directors. Bier had served on the audit committee since April 2007 and the compensation committee since May 2009. A director since November 2006, Bier continues to serve on the board and its investment committee.

Nasdaq requires that all directors who serve on audit and compensation committees be classified as independent per Nasdaq rules. The board re-evaluated Bier’s classification at his request after his recent discovery of facts that he believed might preclude him from being deemed independent, making him technically ineligible to serve on those committees.

Nasdaq’s notice followed the company’s report to Nasdaq on September 18, 2009, of its discovery of relevant facts and its corrective actions. In 2007, the company paid a private construction firm for its work constructing an office building at the company’s Fairfield, Ohio headquarters. The payments related to a contract entered in March 2005, before November 2006, when Bier became a director, and before April 2006, when his brother-in-law was promoted to vice president of one of the construction firm’s principal divisions, operating in Tennessee. While neither Bier nor his relative influenced or benefitted from the 2005 contract, the 2007 payments totaled more than 5 percent of the construction firm’s 2007 consolidated gross revenues, crossing the revenue threshold under Listing Rule 5605(a)(2)(D) and technically disallowing Bier’s classification as an independent direct or.

Cincinnati Financial’s board of directors continues to have 13 members, including a majority classified as independent per Nasdaq rules.

Cincinnati Financial Corporation offers business, home and auto insurance, our main business, through The Cincinnati Insurance Company and its two standard market property casualty companies. The same local independent insurance agencies that market those policies may offer products of our other subsidiaries, including life and disability income insurance, annuities and surplus lines property and casualty insurance. 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

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