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.

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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