Cincinnati Financial Corporation


Annual Incentive Compensation Plan of 2009


(amended as of March 2, 2012)


 


	1.		Purpose. The purpose of the Cincinnati Financial
Corporation Annual Incentive Compensation Plan of 2009 is to provide the executive officers of Cincinnati Financial Corporation
and its subsidiaries on a consolidated basis with bonus compensation based upon the achievement of pre-established Performance
Goals, as well as to maximize the Company's income tax deduction for the amount of the annual compensation paid to the President
and Chief Executive Officer and the four most highly compensated officers other than the President and Chief Executive Officer,
pursuant to Section 162(m) of the Internal Revenue Code.



 


	2.		Definitions. For purposes of the Plan, the
following terms are defined as set forth below:



 


		a.	“Award” means the incentive compensation
to which a Participant may become entitled upon the achievement of the Performance Goals.



		b.	“Board” means the board of directors of
the Company.



		c.	“Code” means the Internal Revenue Code
of 1986, as amended from time to time, and any successor thereto.



		d.	“Commission” means the Securities and Exchange
Commission or any successor agency.



		e.	“Committee” means the compensation committee
of the Board or a subcommittee thereof, any successor thereto or such other committee or subcommittee as may be designated by
the Board to administer the Plan, which shall at all times consist of two or more outside directors, as defined under Section
162(m) of the Internal Revenue Code and the treasury regulations issued thereunder.



		f.	“Company” means Cincinnati Financial Corporation,
a corporation organized under the laws of the State of Ohio, or any successor thereto and its subsidiaries on a consolidated basis.



		g.	“Participant” means the executive officers
of the Company, including the president and chief executive officer and the four most highly compensated officers of the Company
(other than the president and chief executive officer), as more fully described by the regulations adopted by the Commission under
the Securities' Exchange Act of 1934.



		h.	“Peer Group” means the companies designated
by the Committee from time to time as the Company’s peer group.



		i.	“Performance Goals” means the objectives
for the Company as established by the Company within the first 90 days of each calendar year. The Performance Goals are intended
to constitute “performance-based” compensation with the meaning of Section 162(m) of the Code, or any amended or successor
provision.



		j.	“Performance Year” means the calendar year
ending December 31 in which the performance goal shall be measured.



		k.	“Plan” means the Cincinnati Financial Corporation
Annual Incentive Compensation Plan of 2009, which is the amended and restated Cincinnati Financial Corporation 2006 Incentive
Compensation Plan.



 






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		l.	“Value Creation Ratio” equals the total
of: 1) the rate of growth in book value per share plus 2) the ratio of dividends declared per share to beginning book value
per share.



 


	3.		Administration of Plan. The Plan shall be administered
by the Company's Committee. The Committee shall have full power, authority and discretion to administer and interpret the Plan
and to establish rules for its administration. The Committee, in making any determination under or referred to in the Plan, shall
be entitled to rely on opinions, reports or statements of officers, employees, legal counsel and the public accountants of the
Company, and upon the published financial reports of the Company's Peer Group.



 


	4.		Effective Date of Plan. The Plan shall go into
effect on the date of approval by the Company's Board, conditioned upon shareholder approval at the next Annual Meeting of Shareholders.



 


	5.		Awards. Each Award under the Plan shall be
evidenced by a written agreement in a form prescribed by the Committee that sets for the terms, conditions and limitations for
the Award (Award Agreement). Each Participant is eligible to receive an Award of up to $2 million annually pursuant to achievement
of the Performance Goal.



 


	6.		Performance Goals.



		a.	Awards under the Plan shall be earned upon the achievement
by the Company of the Performance Goal set forth in the award agreement. The Committee may establish the Performance Goal for
the Performance Year based on one or more of the following performance objectives: total shareholder return, return on equity,
return on economic capital, change in operating income, underwriting profitability, revenue, expenses, earnings per share, operating
earnings per share, or Value Creation Ratio. Performance Goals may be numeric or a comparison to the peer group.



		b.	As soon as practicable either before or within 90 days
after the beginning of each calendar year, the Committee shall establish written targets for the Performance Goal.



		c.	Notwithstanding anything to the contrary in this Plan,
the 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, but in no event may the Committee
increase the amount of the Award payable to a Participant upon the achievement of the Performance Goal.



 


	7.		Determination and Payment of Award. Awards
shall be determined by the Committee and paid by the Company as soon as practicable after the Committee is able to certify that
the Performance Goal established under Section 6 was in fact achieved. In no event shall the Awards be paid later than two months
and 15 days following the close of the calendar year in which the Performance Goal is achieved.



 






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			If a Participant terminates employment with the Company due to death or retirement during a
                                                                                  calendar year in which the Performance Goal is achieved the Participant may be entitled to the payment of the Award at the
                                                                                  discretion of the Company. In no event shall an Award be paid later than two months and fifteen days following the close of
                                                                                  the calendar year in which the Performance Goal is achieved.



 


	8.		Forfeiture and Recoupment of Awards. If at
any time the Committee reasonably believes that a Participant has committed an act of embezzlement, fraud, dishonesty, nonpayment
of any obligation owed to the company, breach of fiduciary duty or deliberate disregard of the Company’s rules resulting
in loss, damage or injury to the company, any outstanding Award under the Plan shall be forfeited. In addition, if any Participant
engaged in an act of embezzlement, fraud or breach of fiduciary duty during the Participant’s employment that contributes
to an obligation to restate the Company’s financial statements, the Participant shall be required to repay to the Company
in cash and upon the demand, any award paid under this Plan based on performance of any period for which the Company’s financial
statements are restated. Repayment of awards is in addition to and separate from any other relief available to the Company due
to the Participant’s misconduct. Any determination by the Committee with respect to the foregoing shall be final, conclusive
and binding on all interested parties.



 


	9.		Miscellaneous.



		a.	Acceleration of Awards. Unless otherwise expressly
provided in an applicable Award agreement and notwithstanding any other provision of the Plan to the contrary, if a Participant’s
employment with the Company or one of its subsidiaries is terminated by action of the employing entity within 12 months after
the effective date of a Change in Control, then any outstanding Award held by such Participant as of the date of termination
shall become fully vested, and the restrictions and other conditions applicable to any such Award held by such Participant as
of the date of termination, including vesting requirements, shall lapse, and such Awards shall become free of all restrictions
and fully vested. For this purpose, a “Change in Control” means the event which shall be deemed to have occurred if
either (i) after the date this Plan is adopted by the Company’s shareholders, without prior approval of the Board, any person,
entity or group becomes a beneficial owner, directly or indirectly, of securities of the Company representing 20percent or more
of the combined voting power of the Company’s then outstanding securities; or (ii) without prior approval of the Board,
as a result of, or in connection with, or within two years following, a tender or exchange offer for the voting stock of the Company,
a merger or other business combination to which the Company is a party, the sale or other disposition of all or substantially
all of the assets of the Company, a reorganization of the Company, or a proxy contest in connection with the election of members
of the Board, the persons who were directors of the Company immediately prior to any such transactions cease to constitute a majority
of the Board or of the board of directors of any successor to the Company (except for resignation due to death, disability or
normal retirement.) For purposes of the definition in the preceding sentence, any terms which are defined by rules promulgated
by the Securities and Exchange Commission shall have the meanings specified in such definitions from time to time.






 






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		b.	Participant Rights. No Participant shall
have any claim or right to be granted an award under the Plan and there shall be no obligation on behalf of the Company or the
Committee for uniformity of treatment among Participants. Awards under the Plan may not be attached, assigned or alienated in
any manner.



		c.	Not an Employment Obligation. Neither
the adoption of the Plan nor the granting of Awards under the Plan (or any other action taken hereunder) shall confer upon any
Participant any right to be continued employment nor shall interfere in any way with the right of the Company to terminate the
employment of any Participant at any time.



		d.	Income Tax Withholding. The Company shall
have the right to deduct from any award to be paid under the Plan any federal, state or local taxes required by law to be withheld
with respect to such payment.



		e.	Governing Law. The Plan shall be governed
by the laws of the State of Ohio and by applicable Federal Laws, excluding any conflicts or choice of law, rule or principle that
might otherwise refer construction or interpretation of the Plan to the substantive law of another jurisdiction. Unless other
provided in an Award, Participants are deemed to submit to the exclusive jurisdiction and venue of the federal or state courts
of Ohio, to resolve any and all issues that may arise out of or relate to the Plan or any related Award.






		f.	Amendment, Modification and Termination.
The Board of the Company may amend, modify or terminate the Plan at any time, except that no such amendment or modification shall
affect awards previously granted. Any such amendment or modification shall be effective at such date as the Board may determine.



		g.	Severability. If any provision of the
Plan is held invalid or unenforceable, the invalidity or unenforceability shall not affect the remaining parts of the Plan, and the
Plan shall be enforced and construed as of such provision had not been included.



		h.	Interpretation. The Plan is designed
and intended to comply with Section 162(m) of the Code, and all provisions hereof shall be construed in a manner to so comply.





 






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