CINCINNATI FINANCIAL CORP (Form: 8-K, Received: 01/30/2017 16:08:10)



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: January 26, 2017 (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 January 26, 2017, the compensation committee of Cincinnati Financial Corporation approved an annual cash retainer in the amount of $50,000 for the non-executive chairman of the board. This annual retainer will apply to the future service of current chairman, Kenneth W. Stecher as a non-executive chairman of the board following his retirement from active employment with the company on January 31, 2017. The committee also approved forms of agreements for future grants under the Cincinnati Financial Corporation Incentive Compensation Plan of 2009, the Cincinnati Financial Corporation Stock Compensation Plan of 2012 and the Cincinnati Financial Corporation Stock Compensation Plan of 2016. The forms of agreement are furnished herewith as exhibits 10.1 to 10.11.

Item 7.01 Regulation FD Disclosure

On January 27, 2017, Cincinnati Financial Corporation issued the attached news release “Cincinnati Financial Corporation Increases Regular Quarterly Cash Dividend.” The news release is furnished as Exhibit 99.1 hereto and is incorporated herein by reference. On January 30, 2017, Cincinnati Financial Corporation issued the attached news release titled “Cincinnati Financial Corporation Subsidiaries Announce Appointments and Promotions” furnished as Exhibit 99.2 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 releases.

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 Incentive Compensation Agreement for the Cincinnati Financial Corporation Incentive Compensation Plan of 2009.

Exhibit 10.2 – Form of Incentive Stock Option Agreement for the Cincinnati Financial Corporation Stock Compensation Plan of 2012.

Exhibit 10.3 – Form of Non-qualified Stock Option Agreement for the Cincinnati Financial Corporation Stock Compensation Plan of 2012.

Exhibit 10.4 – Form of Restricted Stock Unit Agreement (service based/cliff) for the Cincinnati Financial Corporation Stock Compensation Plan of 2012.

Exhibit 10.5 – Form of Restricted Stock Unit Agreement (service based/ratable) for the Cincinnati Financial Corporation Stock Compensation Plan of 2012.

Exhibit 10.6 – Form of Restricted Stock Unit Agreement (performance based) for the Cincinnati Financial Corporation Stock Compensation Plan of 2012.

Exhibit 10.7 – Form of Incentive Stock Option Agreement for the Cincinnati Financial Corporation Stock Compensation Plan of 2016.

Exhibit 10.8 – Form of Non-qualified Stock Option Agreement for the Cincinnati Financial Corporation Stock Compensation Plan of 2016.

Exhibit 10.9 – Form of Restricted Stock Unit Agreement (service based/cliff) for the Cincinnati Financial Corporation Stock Compensation Plan of 2016.

Exhibit 10.10 – Form of Restricted Stock Unit Agreement (service based/ratable) for the Cincinnati Financial Corporation Stock Compensation Plan of 2016.

Exhibit 10.11 – Form of Restricted Stock Unit Agreement (performance based) for the Cincinnati Financial Corporation Stock Compensation Plan of 2016.

Exhibit 99.1 – News release dated January 27, 2017, titled “Cincinnati Financial Corporation Increases Regular Quarterly Cash Dividend”

Exhibit 99.2 – News release dated January 30, 2017, titled “Cincinnati Financial Corporation Subsidiaries Announces Appointments and Promotions”

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 2015 Annual Report on Form 10-K, Item 1A, Risk Factors, Page 26.

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


•	Increased frequency and/or severity of claims or development of claims that are unforeseen at the time of policy issuance


•	Inadequate estimates, assumptions or reliance on third-party data used for critical accounting estimates


•	Declines in overall stock market values negatively affecting the company’s equity portfolio and book value


•	Domestic and global events resulting in capital market or credit market uncertainty, followed by prolonged periods of economic instability or recession, that lead to:


o	Significant or prolonged decline in the fair value of a particular security or group of securities and impairment of the asset(s)


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


o	Significant rise in losses from surety and director and officer policies written for financial institutions or other insured entities


•	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, including declines in accounts in which we hold bank-owned life insurance contract assets


•	Recession or other economic conditions resulting in lower demand for insurance products or increased payment delinquencies


•	Difficulties with technology or data security breaches, including cyberattacks, that could negatively affect our ability to conduct business and our relationships with agents, policyholders and others


•	Disruption of the insurance market caused by technology innovations such as driverless cars that could decrease consumer demand for insurance products


•	Delays, inadequate data developed internally or from third parties, or performance inadequacies from ongoing development and implementation of underwriting and pricing methods, including telematics and other usage-based insurance methods, or technology projects and enhancements expected to increase our pricing accuracy, underwriting profit and competitiveness


•	Increased competition that could result in a significant reduction in the company’s premium volume


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


•	Inability to obtain adequate ceded reinsurance on acceptable terms, amount of reinsurance coverage purchased, financial strength of reinsurers and the potential for nonpayment or delay in payment by reinsurers


•	Inability to defer policy acquisition costs for any business segment if pricing and loss trends would lead management to conclude that segment could not achieve sustainable profitability


•	Inability of our subsidiaries to pay dividends consistent with current or past levels


•	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:


o	Downgrades of the company’s financial strength ratings


o	Concerns that doing business with the company is too difficult


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


o	Inability or unwillingness to nimbly develop and introduce coverage product updates and innovations that our competitors offer and consumers expect to find in the marketplace


•	Actions of insurance departments, state attorneys general or other regulatory agencies, including a change to a federal system of regulation from a state-based system, that:


o	Impose new obligations on us that increase our expenses or change the assumptions underlying our critical accounting estimates


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


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


o	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


o	Increase our provision for federal income taxes due to changes in tax law


o	Increase our other expenses


o	Limit our ability to set fair, adequate and reasonable rates


o	Place us at a disadvantage in the marketplace


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


•	Adverse outcomes from litigation or administrative proceedings


•	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


•	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 or terrorism, 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, global, 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 measures affecting corporate financial reporting and governance. The ultimate changes and eventual effects, if any, of these initiatives are uncertain.

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: January 30, 2017	/S/ Lisa A. Love
	Lisa A. Love
	Senior Vice President, General Counsel and Corporate Secretary

CINCINNATI FINANCIAL CORPORATION

ANNUAL INCENTIVE COMPENSATION PLAN OF 2009

(AS AMENDED JANUARY 31, 2014)

PERFORMANCE-BASED AWARD AGREEMENT

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, as amended January 31, 2014 (the Amended Plan), to be payable only upon achievement of the Performance Goal during the Performance Period as specified below. 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 and conditions of the Plan, which the Participant expressly accepts.

AWARD INFORMATION:

Participant Name: __________________

Target Award Amount: ____________

Award Date: ________________

Performance Period: Calendar Year Ending December 31, 20XX

Performance Goal: As described on Page 2 of this Agreement, Final Award Placement determined by Relative VCR*, Revenue as measured by Property Casualty Net Written Premium Growth** and Underwriting Profitability as measured by Combined Ratio**.



Vesting Level	Performance Target	Award Level
Threshold	_______	___% of Target
Target	_______	___% of Target
Maximum	_______	___% of Target

* As defined by the Amended Plan

** As reported in the Company’s financial statements for the Performance Period.

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

CINCINNATI FINANCIAL CORPORATION

By: /S/ Steven J. Johnston, FCAS, MAAA, CFA, CERA

ACCEPTED: President and Chief Executive Officer

___________________________________________

Participant

Final Award Placement shall be determined as follows:

Step 1: Baseline award placement shall be determined by the Value Creation Ratio* Compared with Peer Group*. When the Company’s VCR exceeds the VCR of one or more of the companies in the Peer Group, the company’s baseline award placement shall increase by 1 for each Peer Group company exceeded.

Step 2: If the Company’s reported Property Casualty Net Written Premium growth is percent or more, then the Company’s Final Award Placement shall be determined as described in Step 3. If the Company’s reported Property Casualty Net Written Premium growth is less than percent, then Step 3 shall be disregarded and the award placement determined by Step 1 shall be the Final Award Placement for determining the Vesting Level.

Step 3: The Company’s Final Award Placement shall be determined as follows:


a)	If the Company’s reported combined ratio is percent or better, then the Final Award Placement shall be the sum of the baseline award placement determined in Step 1 plus 1 placement.


b)	If the company’s reported combined ratio is percent or better, then the Final Award Placement shall be the sum of the baseline award placement determined in Step 1 plus 2 placements.


c)	If the company’s reported combined ratio is percent or better, then the Final Award Placement shall be the sum of the baseline award placement determined in Step 1 plus 3 placements.

In no event shall any additional award placements achieved in Step 3 cause the Vesting Level to increase by more than one level.

CINCINNATI FINANCIAL CORPORATION

P.O. BOX 145496

CINCINNATI, OH 45250‑5496

513-870-2696

INCENTIVE STOCK OPTION AGREEMENT

PART I – AWARD INFORMATION

Participant Name: Plan:

Grant Date: Expiration Date:

Grant Amount: Vesting Schedule:

Grant Type:

Exercise Price Per Share:

CINCINNATI FINANCIAL CORPORATION (the "Company") hereby grants to the associate identified above (the "Participant") an Incentive Stock Option (the "Award") under the Company's 2012 Stock Compensation Plan (the "Plan") with respect to the number of shares of the Company's Common Stock (the "Shares") specified under Part I-Award Information ("Award Information") above, all in accordance with and subject to the provisions set forth in Part II-Terms and Conditions.

THIS AWARD IS SUBJECT TO FORFEITURE AS PROVIDED IN THIS INCENTIVE STOCK OPTION AGREEMENT AND THE PLAN.

By accepting this Award, the Participant acknowledges the receipt of a copy of this Incentive Stock Option 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 Incentive Stock Option Agreement has been duly executed as of the Grant Date specified above.



	CINCINNATI FINANCIAL CORPORATION
	By:
	/S/ Steven J. Johnston, FCAS, MAAA, CFA, CERA
	President and Chief Executive Officer

PART II – TERMS AND CONDITIONS

1. Incentive Stock Option. The Company hereby grants to the Participant the right and option to purchase the Shares when and as the Award vests (becomes exercisable) for an exercise price per Share payable by the Participant as specified in Part I-Award Information of this Incentive Stock Option Agreement. This Award is intended to be qualified under and is subject to Section 422 of the Internal Revenue Code.

2. Exercise of Award. The participant may exercise this Award, to the extent it has vested, by giving written notice to the Company that specifies the number of whole Shares to be purchased (which may not be less than 25, or the remaining option shares outstanding if less than 25), accompanied by payment in full of the applicable exercise price. The payment shall be in cash. The exercise of this Award shall only be effective if the notice to exercise and payment of the exercise price is actually received by the Company while the Award is exercisable as specified in this Agreement. Upon receipt of such written notice and payment, Shares in the amount exercised by the Participant will be issued to the Participant and will be evidenced by a stock certificate or by a book entry account maintained by either the Company or its transfer agent for the common stock. If for any reason (such as termination of employment before the Company receives notice and payment in full of the exercise price for reasons other than death, disability or normal retirement) the Award exercise does not become effective, the Company shall refund the amount remitted with the exercise notice in payment for the Shares. This Award shall expire (cease to be exercisable) as of the close of business on the Expiration Date specified in Part I which may not be later than the tenth anniversary of the Grant Date specified in Part I (the “Expiration Time”).

3. Vesting. Subject to Sections 4 and 5 below, the Award shall vest (become exercisable) in installments on the vesting dates set forth in the Award Information (each, a “Vesting Date”), provided that the Participant remains employed by the Company (or a subsidiary of the Company) during the entire period ending on and including the relevant Vesting Date (each a “Restriction Period”) commencing on the Grant Date set forth in the Award Information and ending on the applicable Vesting Date.

4. 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 death, or disability, or upon the Participant reaching eligibility for normal retirement, the Award shall become fully vested on the date of death, disability, or normal retirement. In the case of vesting due to normal retirement or disability, the Award shall remain exercisable until the earlier of (i) the Expiration Time or (ii) 90 days after the date of normal retirement or termination of employment due to disability. In the case of the Participant’s death, the Award shall remain exercisable until the earlier of (x) six months after the date of death or (y) the Expiration Time.

5. 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, the remaining options granted in the Award, whether vested or unvested, shall be forfeited.

6. 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 exercise of the Award as provided in this Agreement.

7. Transfer Restrictions. This Award is not transferable and may not be assigned, hypothecated or otherwise pledged, except by designating a beneficiary, or 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 shall be forfeited.

8. Death of Participant. If the Award shall vest upon the death of the Participant, the Award shall be registered in the name of (and shall be exercisable by) the estate of the Participant, except that, if the Participant has designated a beneficiary, the Shares shall be registered in the name of the designated beneficiary.

9. 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 (i) retirement from active employment with at least 35 years of service with the Company or its subsidiaries, or (ii) otherwise under a retirement plan of or employment contract with the Company or any subsidiary on or after the date specified as the normal retirement age in the pension plan or employment contract, if any, under which the Participant is at that time accruing retirement benefits for his or her current service (or, in the absence of a specified normal retirement age in the plan or contract, 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 either the meaning of “Normal Retirement” is uncertain under the definition contained in the prior sentence or 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.

CINCINNATI FINANCIAL CORPORATION

P.O. BOX 145496

CINCINNATI, OH 45250‑5496

513-870-2696

NONQUALIFIED STOCK OPTION AGREEMENT

PART I – AWARD INFORMATION

Participant Name: Plan:

Grant Date: Expiration Date:

Grant Amount: Vesting Schedule:

Grant Type:

Exercise Price Per Share:

CINCINNATI FINANCIAL CORPORATION (the "Company") hereby grants to the associate identified above (the "Participant") a Nonqualified Stock Option (the "Award") under the Company's 2012 Stock Compensation Plan (the "Plan") with respect to the number of Shares of the Company's Common Stock (the "Shares") specified under Part I – Award Information ("Award Information") above, all in accordance with and subject to the provisions set forth in Part II ‑ Terms and Conditions.

THIS AWARD IS SUBJECT TO FORFEITURE AS PROVIDED IN THIS NONQUALIFIED STOCK OPTION AGREEMENT AND THE PLAN.



	CINCINNATI FINANCIAL CORPORATION
	By:
	/S/ Steven J. Johnston, FCAS, MAAA, CFA, CERA
	President and Chief Executive Officer

By accepting this Award, the Participant acknowledges the receipt of a copy of this Nonqualified Stock Option 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 Nonqualified Stock Option Agreement has been duly executed as of the Grant Date specified above.

PART II – TERMS AND CONDITIONS

1. Nonqualified Stock Option. The Company hereby grants to the Participant the right and option to purchase the Shares when and as the Award vests (becomes exercisable) for an exercise price per Share payable by the Participant as specified in the Award Information of this Nonqualified Stock Option Agreement. This Award is not qualified under or subject to Section 422 of the Internal Revenue Code.

2. Exercise of Award. The participant may exercise this Award, to the extent it has vested, by giving written notice to the Company that specifies the number of whole Shares to be purchased (which may not be less than 25, or the remaining option shares outstanding if less than 25), accompanied by payment in full of the applicable exercise price. The method of payment shall be in the discretion of the Committee in the form of (i) cash or its equivalent; (ii) tender (by actual delivery of shares or by attestation) of previously acquired Shares (owned for at least six months prior to the date of exercise) having an aggregate fair market value at the time of exercise equal to the total option exercise price; (iii) a combination of (i) or (ii); or (iv) such other method approved by the Committee. The exercise of this Award shall only be effective if the notice to exercise and payment of the exercise price is actually received by the Company while the Award is exercisable as specified in this Agreement. Upon receipt of such written notice and payment, Shares in the amount exercised by the Participant will be issued to the Participant and will be evidenced by a stock certificate or by a book entry account maintained by either the Company or its transfer agent for the common stock. If for any reason (such as termination of employment before the Company receives notice and payment in full of the exercise price for reasons other than death, disability or normal retirement) the Award exercise does not become effective, the Company shall refund the amount remitted with the exercise notice in payment for the Shares. This Award shall expire (cease to be exercisable) as of the close of business on the Expiration Date specified in Part I, which may not be later than the tenth anniversary of the Grant Date specified in Part I (the “Expiration Time”).

4. 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 death, or disability, or upon the Participant reaching eligibility for normal retirement, the Award shall become fully vested on the date of death, disability, or normal retirement. In the case of vesting due to normal retirement or disability, the Award shall remain exercisable until the earlier of (i) the Expiration Time or (ii) five years after the date of normal retirement or termination of employment due to disability. In the case of the Participant’s death at any time before or after termination due to normal retirement or disability, the Award shall remain exercisable until the earlier of six months after the date of death or the Expiration Time.

7. Transfer Restrictions. This Award is not transferable and may not be assigned, hypothecated or otherwise pledged, except by designating a beneficiary or 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 shall be forfeited.

9. Withholding Taxes . The Company is authorized to satisfy the actual minimum statutory withholding taxes arising from the exercise of this Option, 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 exercise of the Option. Shares deducted in satisfaction of actual minimum withholding tax requirements shall be valued at the fair market value of the Shares on the dates 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.

10. 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 (i) retirement from active employment with at least 35 years of service with the Company or its subsidiaries, or (ii) otherwise under a retirement plan of or employment contract with the Company or any subsidiary on or after the date specified as the normal retirement age in the pension plan or employment contract, if any, under which the Participant is at that time accruing retirement benefits for his or her current service (or, in the absence of a specified normal retirement age in the plan or contract, 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 either the meaning of “Normal Retirement” is uncertain under the definition contained in the prior sentence or 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.

CINCINNATI FINANCIAL CORPORATION

P.O. BOX 145496

CINCINNATI, OH 45250‑5496

513-870-2696

RESTRICTED STOCK UNIT AGREEMENT

SERVICE BASED/CLIFF

PART I – AWARD INFORMATION

Participant Name: Plan:

Grant Date: Vesting Date:

Grant Amount: Vesting Schedule:

Grant Type:

CINCINNATI FINANCIAL CORPORATION (the "Company") hereby grants to the associate identified above (the "Participant") a Restricted Stock Unit Award (the "Award") under the Company's 2012 Stock Compensation Plan (the "Plan") with respect to the number of Restricted Stock Units (the "Units") specified under Part I – Award Information ("Award Information") above, all in accordance with and subject to the provisions set forth in Part II – Terms and Conditions.

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:
	/S/ Steven J. Johnston, FCAS, MAAA, CFA, CERA
	President and Chief Executive Officer

PART II – TERMS AND CONDITIONS

1. 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. 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 book entry account maintained by either the Company or its transfer agent for the common stock.

2. Restrictions. Subject to Sections 3 and 4 below, the restrictions on the Units specified the Award Information shall lapse and such Units shall vest on the vesting date set forth in Part I (the “Vesting Date”), provided 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 Part I and ending on the Vesting Date. Upon vesting, one Share shall be issued with respect to each vested Unit.

4. 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 a Restriction Period, the Participant shall forfeit all rights to any Units (and to the related Shares) as to which a 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.

5. 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.

6. Transfer Restrictions. This Award and the Units (until they vest pursuant to the terms hereof and Shares are issued with respect thereto) are not transferable and may not be assigned, hypothecated or otherwise pledged, except by designating a beneficiary, or 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.

7. Withholding Taxes. The Company is authorized to satisfy the actual minimum statutory withholding taxes arising from the vesting of this Award, as the case may be 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.

8. 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, the Shares shall be registered in the name of the designated beneficiary.\

9. 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 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 Participant 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.

CINCINNATI FINANCIAL CORPORATION

P.O. BOX 145496

CINCINNATI, OH 45250 ‑ 5496

(513) 870 ‑ 2696

RESTRICTED STOCK UNIT AGREEMENT

SERVICE ‑ BASED/RATABLE

PART I. AWARD INFORMATION



Participant Name:	Vesting Date Schedule:
Grant Date:	# units vest on [Date]
Grant Amount:	# units vest on [Date]
Grant Type:	# units vest on [Date]

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 2012 Stock Compensation Plan (the "Plan") with respect to the number of Restricted Stock Units (the "Units") specified under Part I – Award Information ("Award Information") above, all in accordance with and subject to the provisions set forth in Part II‑‑Terms and Conditions.

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 below.

CINCINNATI FINANCIAL CORPORATION

By:

/s/ Steven J. Johnston

Steven J. Johnston, CERA, CFA, FCAS

President and CEO

PART II. TERMS AND CONDITIONS

1. 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 either the Company or its transfer agent. If and when Units vest as provided below, Shares in an amount equal to the number of vested Units will automatically be issued by crediting the Participant’s account.

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

3. Participant Death or Disability 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 death or Disability all restrictions on the Units shall lapse, all of the Units shall become fully vested on the date of death or Disability, and one Share shall be issued with respect to each such vested Unit.

4. 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 or Disability prior to the end of a Restriction Period, the Participant shall forfeit all rights to any Units (and to the related Shares) as to which a 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.

6. 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.

7. Withholding Taxes. The Company is authorized to satisfy the actual minimum statutory withholding taxes arising from the vesting of this Award, as the case may be 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.

8. 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, the Shares shall be registered in the name of the designated beneficiary.

CINCINNATI FINANCIAL CORPORATION

P.O. BOX 145496

CINCINNATI, OH 45250‑5496

513-870‑2696

RESTRICTED STOCK UNIT AGREEMENT

PERFORMANCE BASED

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 2012 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: ________

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

Units will vest on [Vesting Date] 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 [Performance metric used] for the Company compared to the Company’s Peer Group for the three calendar years ending ______________. Any member of the peer group that 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	[Performance metric used] for Company exceeds the ___ percentile of total shareholder return for the peer group, but is less than the ___ percentile for peer group.	___________________
Target	[Performance metric used] for Company equals or exceeds the ____ percentile of [performance metric used] for the peer group, but is less than the ___ percentile of the peer group.	___________________
Maximum	[Performance metric used] for the Company equals or exceeds the ____ percentile of [performance metric used] for the peer group.	___________________

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/ Steven J. Johnston, FCAS, MAAA, CFA, CERA
	President and Chief Executive Officer

PART II – TERMS AND CONDITIONS

1. 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. 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 either the Company or its transfer agent for the common stock.

2. 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 Part I and ending on the Vesting Date. Upon vesting, one Share shall be issued with respect to each vested Unit.

3. 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.

4. 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.

7. 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.

8. 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, the Shares shall be registered in the name of the designated beneficiary.

9. 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 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 Participant 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.

CINCINNATI FINANCIAL CORPORATION

P.O. BOX 145496

CINCINNATI, OH 45250‑5496

513-870-2696

INCENTIVE STOCK OPTION AGREEMENT

PART I – AWARD INFORMATION

Participant Name: Plan:

Grant Date: Expiration Date:

Grant Amount: Vesting Schedule:

Grant Type:

Exercise Price Per Share:

CINCINNATI FINANCIAL CORPORATION (the "Company") hereby grants to the associate identified above (the "Participant") an Incentive Stock Option (the "Award") under the Company's 2016 Stock Compensation Plan (the "Plan") with respect to the number of shares of the Company's Common Stock (the "Shares") specified under Part I-Award Information ("Award Information") above, all in accordance with and subject to the provisions set forth in Part II-Terms and Conditions.

THIS AWARD IS SUBJECT TO FORFEITURE AS PROVIDED IN THIS INCENTIVE STOCK OPTION AGREEMENT AND THE PLAN.

IN WITNESS WHEREOF, this Incentive Stock Option Agreement has been duly executed as of the Grant Date specified above.



	CINCINNATI FINANCIAL CORPORATION
	By:
	/S/ Steven J. Johnston, FCAS, MAAA, CFA, CERA
	President and Chief Executive Officer

PART II – TERMS AND CONDITIONS

CINCINNATI FINANCIAL CORPORATION

P.O. BOX 145496

CINCINNATI, OH 45250‑5496

513-870-2696

NONQUALIFIED STOCK OPTION AGREEMENT

PART I – AWARD INFORMATION

Participant Name: Plan:

Grant Date: Expiration Date:

Grant Amount: Vesting Schedule:

Grant Type:

Exercise Price Per Share:

CINCINNATI FINANCIAL CORPORATION (the "Company") hereby grants to the associate identified above (the "Participant") a Nonqualified Stock Option (the "Award") under the Company's 2016 Stock Compensation Plan (the "Plan") with respect to the number of Shares of the Company's Common Stock (the "Shares") specified under Part I – Award Information ("Award Information") above, all in accordance with and subject to the provisions set forth in Part II ‑ Terms and Conditions.

THIS AWARD IS SUBJECT TO FORFEITURE AS PROVIDED IN THIS NONQUALIFIED STOCK OPTION AGREEMENT AND THE PLAN.



	CINCINNATI FINANCIAL CORPORATION
	By:
	/S/ Steven J. Johnston, FCAS, MAAA, CFA, CERA
	President and Chief Executive Officer

IN WITNESS WHEREOF, this Nonqualified Stock Option Agreement has been duly executed as of the Grant Date specified above.

PART II – TERMS AND CONDITIONS

2. Exercise of Award. The participant may exercise this Award, to the extent it has vested, by giving written notice to the Company that specifies the number of whole Shares to be purchased (which may not be less than 25, or the remaining option shares outstanding if less than 25), accompanied by payment in full of the applicable exercise price. The method of payment shall be in the discretion of the Committee in the form of (i) cash or its equivalent; (ii) tender (by actual delivery of shares or by attestation) of previously acquired Shares (owned for at least six months prior to the date of exercise) having an aggregate fair market value at the time of exercise equal to the total option exercise price; (iii) a combination of (i) or (ii); or (iv) such other method approved by the Committee. The exercise of this Award shall only be effective if the notice to exercise and payment of the exercise price is actually received by the Company while the Award is exercisable as specified in this Agreement. Upon receipt of such written notice and payment, Shares in the amount exercised by the Participant will be issued to the Participant and will be evidenced by a stock certificate or by a book entry account maintained by either the Company or its transfer agent for the common stock. If for any reason (such as termination of employment before the Company receives notice and payment in full of the exercise price for reasons other than death, disability or normal retirement) the Award exercise does not become effective, the Company shall refund the amount remitted with the exercise notice in payment for the Shares. This Award shall expire (cease to be exercisable) as of the close of business on the Expiration Date specified in Part I, which may not be later than the tenth anniversary of the Grant Date specified in Part I (the “Expiration Time”).

4. 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 death, or disability, or upon the Participant reaching eligibility for normal retirement, the Award shall become fully vested on the date of death, disability, or normal retirement. In the case of vesting due to normal retirement or disability, the Award shall remain exercisable until the earlier of (i) the Expiration Time or (ii) five years after the date of normal retirement or termination of employment due to disability. In the case of the Participant’s death at any time before or after termination due to normal retirement or disability, the Award shall remain exercisable until the earlier of six months after the date of death or the Expiration Time.

CINCINNATI FINANCIAL CORPORATION

P.O. BOX 145496

CINCINNATI, OH 45250‑5496

513-870-2696

RESTRICTED STOCK UNIT AGREEMENT

SERVICE BASED/CLIFF

PART I – AWARD INFORMATION

Participant Name: Plan:

Grant Date: Vesting Date:

Grant Amount:

Grant Type:

CINCINNATI FINANCIAL CORPORATION (the "Company") hereby grants to the associate identified above (the "Participant") a Restricted Stock Unit Award (the "Award") under the Company's 2016 Stock Compensation Plan (the "Plan") with respect to the number of Restricted Stock Units (the "Units") specified under Part I – Award Information ("Award Information") above, all in accordance with and subject to the provisions set forth in Part II – Terms and Conditions.

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/ Steven J. Johnston, FCAS, MAAA, CFA, CERA
	President and Chief Executive Officer

PART II – TERMS AND CONDITIONS

9. 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 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 Participant 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.

CINCINNATI FINANCIAL CORPORATION

P.O. BOX 145496

CINCINNATI, OH 45250 ‑ 5496

(513) 870 ‑ 2696

RESTRICTED STOCK UNIT AGREEMENT

SERVICE ‑ BASED/RATABLE

PART I. AWARD INFORMATION



Participant Name:	Vesting Date Schedule:
Grant Date:	# units vest on [Date]
Grant Amount:	# units vest on [Date]
Grant Type:	# units vest on [Date]

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 2016 Stock Compensation Plan (the "Plan") with respect to the number of Restricted Stock Units (the "Units") specified under Part I – Award Information ("Award Information") above, all in accordance with and subject to the provisions set forth in Part II‑‑Terms and Conditions.

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 below.

CINCINNATI FINANCIAL CORPORATION

By:

/s/ Steven J. Johnston

Steven J. Johnston, CERA, CFA, FCAS

President and CEO

PART II. TERMS AND CONDITIONS

4. 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 or Disability prior to the end of a Restriction Period, the Participant shall forfeit all rights to any Units (and to the related Shares) as to which a 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.

7. Withholding Taxes. The Company is authorized to satisfy the actual minimum statutory withholding taxes arising from the vesting of this Award, as the case may be 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.

8. 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, the Shares shall be registered in the name of the designated beneficiary.

CINCINNATI FINANCIAL CORPORATION

P.O. BOX 145496

CINCINNATI, OH 45250‑5496

513-870‑2696

RESTRICTED STOCK UNIT AGREEMENT

PERFORMANCE BASED

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 2016 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: ________

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



Vesting Level	Performance Target	Number of Units
Threshold	[Performance metric used] for Company exceeds the ___ percentile of total shareholder return for the peer group, but is less than the ___ percentile for peer group.	___________________
Target	[Performance metric used] for Company equals or exceeds the ____ percentile of [performance metric used] for the peer group, but is less than the ___ percentile of the peer group.	___________________
Maximum	[Performance metric used] for the Company equals or exceeds the ____ percentile of [performance metric used] for the peer group.	___________________

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/ Steven J. Johnston, FCAS, MAAA, CFA, CERA
	President and Chief Executive Officer

PART II – TERMS AND CONDITIONS

1. 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. 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 either the Company or its transfer agent for the common stock.

4. 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.

8. 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, the Shares shall be registered in the name of the designated beneficiary.

9. 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 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 Participant 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.



		The Cincinnati Insurance Company n The Cincinnati Indemnity Company The Cincinnati Casualty Company n The Cincinnati Specialty Underwriters Insurance Company The Cincinnati Life Insurance Company n CFC Investment Company n CSU Producer Resources Inc.

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

CINF-IR@cinfin.com

Media Contact : Betsy E. Ertel, 513-603-5323

Media_Inquiries@cinfin.com

Cincinnati Financial Corporation Increases Regular Quarterly Cash Dividend

Cincinnati, January 27, 2017 - Cincinnati Financial Corporation (Nasdaq: CINF) announced that, at today’s regular meeting, the board of directors declared a 50-cents-per-share regular quarterly cash dividend, increasing from the previous 48-cents-per-share dividend paid on January 17, 2017. The dividend is payable April 14, 2017, to shareholders of record as of March 22, 2017.

Steven J. Johnston, president and chief executive officer, commented, “Cincinnati Financial shareholders have consistently benefited from increased dividends in each of the past 56 years, and this board action lays the foundation for a 57 ^th year.

“The company’s strong capital continues to support our dividend as well as the profitable growth of our insurance business, as we seek to increase shareholder value over time. That capital, combined with the depth of our relationships with outstanding independent agents and capable, hard-working associates, bolsters the board’s confidence that the company can reward shareholders in both the near and long term.”

About Cincinnati Financial

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, fixed annuities and surplus lines property and casualty insurance. For additional information about the company, please visit 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

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


•	Increased frequency and/or severity of claims or development of claims that are unforeseen at the time of policy issuance


•	Inadequate estimates, assumptions or reliance on third-party data used for critical accounting estimates


•	Declines in overall stock market values negatively affecting the company’s equity portfolio and book value


•	Domestic and global events resulting in capital market or credit market uncertainty, followed by prolonged periods of economic instability or recession, that lead to:


◦	Significant or prolonged decline in the fair value of a particular security or group of securities 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 or other insured entities


•	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, including declines in accounts in which we hold bank-owned life insurance contract assets


•	Recession or other economic conditions resulting in lower demand for insurance products or increased payment delinquencies


•	Difficulties with technology or data security breaches, including cyberattacks, that could negatively affect our ability to conduct business and our relationships with agents, policyholders and others


•	Disruption of the insurance market caused by technology innovations such as driverless cars that could decrease consumer demand for insurance products


•	Delays, inadequate data developed internally or from third parties, or performance inadequacies from ongoing development and implementation of underwriting and pricing methods, including telematics and other usage-based insurance methods, or technology projects and enhancements expected to increase our pricing accuracy, underwriting profit and competitiveness


•	Increased competition that could result in a significant reduction in the company’s premium volume


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


•	Inability to obtain adequate ceded reinsurance on acceptable terms, amount of reinsurance coverage purchased, financial strength of reinsurers and the potential for nonpayment or delay in payment by reinsurers


•	Inability to defer policy acquisition costs for any business segment if pricing and loss trends would lead management to conclude that segment could not achieve sustainable profitability


•	Inability of our subsidiaries to pay dividends consistent with current or past levels


•	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:


◦	Downgrades of the company’s financial strength ratings


◦	Concerns that doing business with the company is too difficult


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


◦	Inability or unwillingness to nimbly develop and introduce coverage product updates and innovations that our competitors offer and consumers expect to find in the marketplace


•	Actions of insurance departments, state attorneys general or other regulatory agencies, including a change to a federal system of regulation from a state-based system, that:


◦	Impose new obligations on us that increase our expenses or change the assumptions underlying our critical accounting estimates


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


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


◦	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


◦	Increase our provision for federal income taxes due to changes in tax law


◦	Increase our other expenses


◦	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


•	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


•	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 or terrorism, that could hamper our ability to assemble our workforce at our headquarters location

* * *



		The Cincinnati Insurance Company n The Cincinnati Indemnity Company The Cincinnati Casualty Company n The Cincinnati Specialty Underwriters Insurance Company The Cincinnati Life Insurance Company n CFC Investment Company n CSU Producer Resources Inc.

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

CINF-IR@cinfin.com

Media Contact : Betsy E. Ertel, 513-603-5323

Media_Inquiries@cinfin.com

Cincinnati Financial Corporation Subsidiaries Announce Appointments and Promotions


•	Subsidiary Directors, Officers and Counsel

Cincinnati, January 30, 2017 - Cincinnati Financial Corporation (Nasdaq: CINF) announced today that on January 27, 2017, boards of its subsidiary companies held their regular meetings and appointed directors, officers and counsel, including the following promotions and new appointments:

Sean M. Givler, CIC, CRM, senior vice president responsible for sales & marketing, was appointed as a director for all property casualty insurance subsidiaries.

Teresa C. Cracas, Esq., chief risk officer and senior vice president; John S. Kellington, chief information officer and senior vice president; and Lisa A. Love, Esq., senior vice president, general counsel and corporate secretary were appointed as directors of The Cincinnati Life Insurance Company.

Property Casualty Insurance - Standard Market:

The Cincinnati Insurance Company

The Cincinnati Casualty Company

The Cincinnati Indemnity Company

Promotion to Senior Vice President:

Sean M. Givler, CIC, CRM - Sales & Marketing

Promotions (New Appointments) to Vice President:

Robin E. Farrell, CPCU, API, ARM - Personal Lines

Wendy A. Hayes - Cincinnati Re

R. Phillip Sandercox, CPCU, ARe - Cincinnati Re

Erin A. Skala, ARe - Cincinnati Re

Chet H. Swisher - Commercial Lines

Xiangfei Zeng, Ph.D, FCAS, MAAA - Predictive Analytics

Promotions to Assistant Vice President:

Scott R. Boden, AFSB - Management Liability & Surety

Carolyn A. MacDonald, PMP - Commercial Lines

Ryan M. Osborn - Information Technology

Michael S. Stumpfl, ARM, CSP - Loss Control

Promotions to Secretary:

Christopher J. Barr, CPCU, PMP - Business Intelligence Competency Center

Stephen E. Dale, PE, CFPS, ARM - Loss Control

Kenneth C. Kerby, CPCU, AIC, AIM, AIT, ARM - Headquarters Claims

Bobby G. Rice, CPCU - Information Technology

Susanne M. Roberts, CPCU, AIM, API - Personal Lines

Michael R. Schirm, CPCU, AIC, AIM, ARM - Headquarters Claims

Promotions (New Appointments) to Assistant Secretary:

Peggy K. Alexander, CPCU - Commercial Lines

Russell A. Blessing, CIC, AIS - Sales Field

Bruce T. Bollman - Headquarters Claims

Jennifer L. Byrne, AIM, AINS, AIS, AU - Commercial Lines

Troy J. Dohmeyer - Loss Control

Terence P. Feeney, AIC, AIM, AIS, API, ASLI, AU - Headquarters Field Claims

Michael E. Francois - Sales Field

Jeffrey L. Geyer, CPCU, AIM, APA - Commercial Lines

Matthew R. Hambright, CPCU, APA - Premium Audit

Jason M. Hardesty, CPCU, AIAF, ARM, CMA, CPA - Financial Planning & Analysis

Scott N. Kusel - Information Technology

C. Brandon McIntosh, CEP, CPA - Shareholder Services

Julie A. Nolan - Personal Lines

Toby R. Nunn - Information Technology

Michael J. Salerno, ACAS - Personal Lines

Jeffrey N. Spangler, CPCU, CSP - Loss Control

Damian R. Stark, AIAF, AIM, API, ARe - Commercial Lines

Tore K. Swanson, CPCU, AIM, SCLA - Headquarters Claims

Brian L. White, CFE - Special Investigations Unit

Promotions (New Appointments) to Assistant Treasurer:

Ted W. Hilgeman, CPCU, CPA - SEC Accounting

Michael D. Wood, CPCU, AIAF, CFE, CIA, CMA, CPA - Purchasing/Fleet

Promotions to Counsel:

Keith W. Collett, Esq. - Legal-Litigation

Bernard F. Kistler, Esq., CPCU, AIC, APA, API, ChFC, CLU - Legal-Litigation

Promotion (New Appointment) to Associate Counsel:

Beau K. Rymers, Esq., CPCU, AIC - Legal-Litigation

The Cincinnati Life Insurance Company:

Promotion to Senior Vice President:

Sean M. Givler*

Promotion to Assistant Vice President:

Ryan M. Osborn*

Promotions to Secretary:

Christopher J. Barr*

Mona J. Day - Life Field Services

Bobby G. Rice*

Jeremy M. Singer, CLU, FALU, FLMI - Life Underwriting & Policy Issue

Promotions (New Appointments) to Assistant Secretary:

Jason M. Hardesty*

Scott N. Kusel*

Toby R. Nunn*

Pamela S. Wilson, ACS, AIAA, AIRC, ALMI - Life Underwriting & Policy Issue

Promotions (New Appointments) to Assistant Treasurer:

Ted W. Hilgeman*

Michael D. Wood*

Promotions to Counsel:

Keith W. Collett, Esq.*

Bernard F. Kistler, Esq.*

Promotion (New Appointment) to Associate Counsel:

Beau K. Rymers, Esq.*

Property Casualty Insurance - Excess & Surplus Lines:

The Cincinnati Specialty Underwriters Insurance Company

Promotion to Assistant Vice President:

Joseph M. Dempsey, AIM, AINS, ASLI - Excess & Surplus

*Title as listed above

About Cincinnati Financial

Mailing Address: Street Address:

P.O. Box 145496 6200 South Gilmore Road

Cincinnati, Ohio 45250-5496 Fairfield, Ohio 45014-5141