CINCINNATI FINANCIAL CORP — Director's Dealing 2014

Mar 5, 2014

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: CINCINNATI FINANCIAL CORP (CINF)
CIK: 0000020286
Period of Report: 2014-03-03

Reporting Person: JOHNSTON STEVEN J (Director, President & CEO)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2014-03-03	Common Stock	M	4995	—	Acquired	33596	Direct
2014-03-03	Common Stock	M	3059	—	Acquired	36655	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2014-03-03	Restricted Stock Units	$0	M	4995	Disposed		Common Stock (4995)	Direct
2014-03-03	Restricted Stock Units	$0	M	3059	Disposed		Common Stock (3059)	Direct

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Phantom Stock Shares	$0		Common Stock (66220)	66220	Direct

Footnotes

F1: The restricted stock units became payable on March 3, 2014. The performance goals were met at the maximum level.

F2: The reported phantom stock shares 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 shares into an alternative investment selection within the plan.