Exhibit 10.1





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 2006 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 	 
	 	 	President and CEO	 
	 	 	 	 












 







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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 the Award Information (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 the Award Information 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.


 


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 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 where indicated in the
Award Information, 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, the term “Disability” means permanent
and total disability as determined under procedures established by the Company from time to time. 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.


 











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