CINCINNATI FINANCIAL CORP — Director's Dealing 2010

Feb 23, 2010

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: CINCINNATI FINANCIAL CORP (CINF)
CIK: 0000020286
Period of Report: 2010-02-19

Reporting Person: POPPLEWELL DAVID H (President - Subsidiary)

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2010-02-19	Restricted Stock Units	$0	A	3574	Acquired		Common Stock (3574)	Direct
2010-02-19	Employee Stock Option (Right to Buy)	$26.58	A	5718	Acquired	2020-02-19	Common Stock (5718)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	45153	Direct
Common Stock	3381	Indirect

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Phantom Stock Units	$0		Common Stock (4861)	4861	Direct

Footnotes

F1: The reported stock was acquired under the company's 401(k) plan. The reporting person may transfer the value of his shares into an alternative investment selection within the plan.

F2: The restricted stock units vest March 1, 2013 as set forth in the grant agreement, if performance goals are met. The number of restricted stock units shown is the maximum number of such units that may vest.

F3: The option vests in three annual installments beginning on the first anniversary of the date of grant.

F4: The reported phantom stock units were acquired under the company's top hat savings plan, an "Excess Benefits Plan" within the meaning of Rule 16b-3(b)(2), and are to be settled upon the reporting person's retirement or other termination of service. The reporting person may transfer the value of his phantom stock units into an alternative investment selection within the plan.