The 2016 Plan provides for grants of various types of stock-based awards to associates of the company and its subsidiaries who are selected by the Committee of the board of directors. Awards in any form other than stock options would be counted against the 10 million share limit as three shares for every one share granted. The 2016 Plan is presented in Appendix B, beginning on Page 70.

The awards to be made in the future to participants will be decided at that time and cannot be determined at this time. The actual awards depend on a number of factors, including the company’s performance, an individual’s potential contribution to the business, compensation practices at the time, retention considerations and the company’s stock price.

Eligibility.All associates of the company and its subsidiaries are eligible to receive awards under the 2016 Plan. Approximately 4,500 associates currently would be eligible under the 2016 Plan.

Plan Administration. The 2016 Plan is an unfunded plan and will be administered by the Committee, which must include at least two directors who are “nonemployee directors” within the meaning of SEC Rule 16b-3 and who are “outside directors” for purposes of Section 162(m) of the Internal Revenue Code.

Performance Goals. Under Section 162(m) of the Internal Revenue Code, compensation in excess of $1 million paid in any year to any “covered employee” (as defined by Section 162(m)) is deductible by the company if it is based on the achievement of pre-established performance goals and meets certain other requirements of the rules. The Committee has adopted performance goals under which awards under the 2016 Plan for covered employees could be performance based and therefore could be fully deductible and not subject to the limitations of Section 162(m). The performance goals for performance awards of stock-based incentive compensation under the 2016 Plan (whether such awards take the form of stock, stock units, or equivalents or cash) made

(or paid) to any eligible associate would consist of objective tests derived from one or more of the following: earnings per share, total shareholder return, operating income, net income, adjusted net earnings, cash flow, return on equity, return on capital, combined ratio, premium growth, investment performance and/or value creation ratio. The specific performance goal and applicable performance targets and payout opportunities are set forth in each grant agreement, along with other terms and conditions. The Committee sets the performance targets within the first 90 days of the calendar year to which the goals apply. Performance goals may be measured solely on a corporate, subsidiary or business unit basis, or a combination thereof. Further, performance goals may reflect absolute company performance or a relative comparison of company performance to the performance of a peer group or other external measure of the selected performance goals.

Types of Awards. The 2016 Plan provides for stock incentives of several types, including stock options, stock appreciation rights, restricted stock, restricted stock units and other stock-based awards. Awards of all types may be made subject to performance goals established by the Committee.

Stock options granted under the 2016 Plan may either be incentive stock options qualifying under Section 422 of the Internal Revenue Code or nonqualified options, both exercisable for the company’s $2.00 par value common stock. At the time of grant, the Committee determines the exercise price for options granted under the 2016 Plan, which may not be less than fair market value of the company’s common stock at that date. As of February 29, 2016, the Nasdaq Global Select Market’s closing price for the company’s stock was $___.

The Committee also determines the term of each option, which may not exceed 10 years from the date of grant. Options become exercisable in accordance with a vesting schedule established by the Committee at the time of grant. Depending on the type of option, the Committee may permit an option to be exercised by the participant either for a cash payment or the delivery of shares of the company’s common stock held by the participant, potentially including shares acquired upon exercise of the option.

As under the company’s prior stock plans, the aggregate fair market value cannot exceed $100,000, determined at the time of grant, for the shares of common stock an associate may acquire through incentive stock options that become exercisable for the first time during any calendar year. Additionally, the Committee may not grant an amount of stock options to any one plan participant during any single calendar year that may be converted into more than 100,000 shares of common stock. At its sole discretion, the Committee may provide, at the time of grant, that the shares to be issued upon an option’s exercise be in the form of restricted stock or other similar securities, or the Committee may reserve the right to so provide after the time of grant.

In general, if a plan participant’s employment is terminated, other than for death, disability, retirement or specified actions initiated by the company, all of the participant’s unexerciseable options are forfeited and all exercisable options also will be forfeited unless exercised before the participant’s termination date.

Shares of restricted common stock also may be awarded. The restricted stock vests and becomes transferable upon the satisfaction of conditions set forth in the restricted stock award agreement. Restricted stock awards may be forfeited if, for example, the recipient’s employment terminates before the award vests. Except as specified in the restricted stock award agreement, the holder of a restricted stock award has all the rights of a holder of common stock, including the right to receive dividends on the restricted shares.

Restricted stock units representing the right to receive common stock, cash, or both (as the Committee determines) also may be awarded. Restricted stock units vest upon the satisfaction of conditions specified in the award agreements. Restricted stock units may be forfeited if, for example, the recipient’s employment terminates before the award vests. Except as specified, the holder of a restricted stock unit or award has none of the rights of a holder of common stock unless and until shares of common stock are actually delivered in satisfaction of such units. The Committee may not grant more than 100,000 common shares worth of restricted stock and restricted stock units to any one plan participant during any single calendar year.

Stock appreciation rights (or SARs) may be granted either singly or in combination with underlying stock options. SARs entitle the holder upon exercise to receive an amount in any combination of cash or shares of common stock (as the Committee determines) equal in value to the excess of the fair market value of the shares covered by such right over the grant price. The grant price for SARs may not be less than the fair market value of the common stock on the date of grant.

The 2016 Plan also provides for other potential awards that may be denominated in, valued by reference to, or otherwise based on or related to, common stock. The Committee specifies the terms of grant, purchase, exercise, exchange or conversion of other stock-based awards. These awards may include, for example, performance shares that entitle the recipient to receive, upon satisfaction of performance goals or other conditions, a specified number of shares of common stock or the cash equivalent thereof. Where the value of such stock-based award is based on the difference between the fair market value of the shares covered by such award and the exercise price, the grant price for such award may not be less than the fair market value on the date of grant. The Committee may not grant more than 100,000 common shares worth of SARs and other stock-based compensation to any one plan participant during any single calendar year.

Performance-based awards may be issued to participants for no cash consideration or for such minimum consideration as may be required by applicable law, either alone or in addition to other awards granted under the plan. The Committee determines the performance goals and associated performance targets to be achieved during any performance period under the 2016 Plan and the length of the performance period. Performance awards are generally paid only after the end of the relevant performance period. Performance awards may be paid in cash, shares of common stock, other property or any combination thereof, as the Committee determines, in its sole discretion, at the time of payment. Performance awards may be paid in a lump sum or in installments following the close of the performance period.

Acceleration of Awards Provisions. In the event an associate’s employment is terminated within 12 months after the effective date of and due to a change in control as defined in the 2016 Plan, all stock options and SARs held by the associate as of the date of termination would become fully vested and immediately exercisable; the restrictions applicable to outstanding restricted stock, restricted stock units, and other stock-based awards would lapse; and the awards would become free of all restrictions and fully vested.

Amendment and Termination. The board of directors can amend the 2016 Plan to meet changes in law or regulations or for any other purpose that at the time may be permitted by law, except that the total number of shares to be issued through the plan may not increase and the board may not decrease the participant’s exercise price of stock options, SARs or other stock-based awards to an amount less than the fair market value on the date of the grant. Additionally, the Committee may not cancel any issued stock option, SAR or other stock-based award and replace it with a lower grant price, cash or other awards, without shareholder approval.

Proceeds. The proceeds from the sale to participants of common stock upon the exercise of any and all stock options and any other stock-based compensation issued under the 2016 Plan constitute general funds of the company and may be used by it for any purpose.

Clawback. Any awards granted under the 2016 Plan will be subject to reduction, cancellation, forfeiture or recoupment to the extent required by applicable laws, regulations, stock exchange listing rules, company policies or to the extent otherwise provided in an award agreement at the time of grant.

The board of directors recognizes that shareholders are interested in the impact of stock option expense on net income. Since 1996, following Financial Accounting Standards Board (FASB) accounting standards, the company has clearly disclosed the estimated impact of stock options on net income and earnings per share in a Note to the Financial Statements and fully complied with amended requirements for disclosures in quarterly financial statements. The company has adopted FASB Accounting Standards Codification (ASC) 718, Compensation – Stock Compensation, which calls for stock option expense to be included as a component of net income.

Corporate Federal Income Tax. To the extent that a participant recognizes ordinary income in the circumstances described below, the company is entitled to a corresponding deduction provided that, among other things: (i) the income meets the test of reasonableness, is an ordinary and necessary business expense and is not an “excess parachute payment” within the meaning of Section 280G of the Internal Revenue Code and is not disallowed by the $1 million limitation under Section 162(m) of the Internal Revenue Code on compensation paid to specified executive officers and (ii) any applicable reporting obligations are satisfied. Section 162(m) of the Internal Revenue Code limits the federal income tax deduction for compensation paid to the chief executive officer and the four other most highly compensated executive officers of a publicly held corporation (covered employees) to $1 million per fiscal year, with exceptions for certain performance-based compensation made under qualifying, shareholder-approved plans. Our intention in designing the 2016 Plan is that all stock option awards, as well as restricted stock awards, performance awards and other stock unit awards granted subject to performance goals, can constitute performance-based compensation for purposes of Section 162(m).

Participant Federal Income Tax. In general, an optionee recognizes no income at the time a nonqualified option is granted; at the time of exercise of a nonqualified option, the optionee recognizes ordinary income for the difference between the purchase price paid for the shares and the fair market value of the nonrestricted shares on the date of exercise; and at the time of sale of shares acquired through the exercise of a nonqualified option, any appreciation (or depreciation) in the value of the shares after the date of exercise is treated as either short-term or long-term capital gain (or loss) depending on how long the participant has held the shares.

An optionee generally recognizes no income upon the grant or qualifying exercise of an incentive stock option. However, for purposes of calculating the optionee’s alternative minimum tax, if any, the difference between the fair market value of the shares at exercise and the purchase price constitutes an item of adjustment. If the optionee makes no disqualifying disposition, shares acquired through exercise of an incentive option within two years after the grant date or within one year after the transfer of the shares to the optionee, then any proceeds from selling the shares in excess of the purchase price are taxed to the optionee as long-term capital gain and any loss sustained is a long-term capital loss. If shares acquired upon the exercise of an incentive stock option are disposed of prior to the expiration holding period described above, the optionee generally recognizes ordinary income in the year of disposition in an amount equal to any excess of the fair market value over the purchase price at the time of exercise (or, if less, the amount realized on the disposition of the shares in a sale or exchange). Any further gain or loss realized by the optionee generally is taxed as short-term or long-term gain or loss, depending on the holding period.

A participant recognizes no income in connection with the grant of a SAR. When the SAR is exercised, the participant normally is required to include as taxable ordinary income in the year of exercise the total amount of any cash plus the fair market value of any nonrestricted shares received pursuant to the exercise.

A recipient of a restricted common stock award generally is subject to tax at ordinary income rates on the fair market value of the restricted shares reduced by any amount the recipient pays for the shares, at such time as the shares are no longer subject to a substantial risk of forfeiture or restrictions on transfer for purposes of Section 83 of the Internal Revenue Code. However, a recipient who so elects under Section 83(b) of the Internal Revenue Code within 30 days of the date of receipt of the shares has taxable ordinary income on the date of receipt equal to the excess of the fair market value of the shares (determined without regard to the risk of forfeiture or restrictions on transfer) over any purchase price paid for the shares. If a Section 83(b) election has not been made, any dividends received with respect to restricted shares that are subject at that time to a substantial risk of forfeiture and restrictions on transfer generally are treated as taxable ordinary income to the recipient.

Generally, a participant recognizes no income in connection with the grant of a restricted stock unit or any performance-based award. Subject to the specific terms of the award, when the award is paid to the participant, the participant normally is required to include as taxable ordinary income in the year of payment the total amount of any cash plus the fair market value of any nonrestricted shares of common stock, actually or constructively received.

By adding the proposed 2016 Plan to the shares remaining in the current 2012 Plan and 2006 Plan, your company can continue offering a mix of stock-based incentives. The 2016 Plan would continue to accommodate performance-based awards, provide opportunities to optimize the company’s tax deductions and encourage associates to be vested owners whose interests are aligned with those of other shareholders.

The affirmative vote of a majority of the shares represented in person or by proxy at the Annual Meeting that are entitled to vote on this proposal is required for approval. Votes to abstain have the same effect as votes against the proposal. Broker nonvotes have no effect on the voting for this proposal.

The board of directors recommends a vote FOR the proposal to adopt the Cincinnati Financial Corporation 2016 Stock Compensation Plan.

We conduct a say-on-pay vote each year at the annual shareholder meeting. This say-on-pay vote is required by Section 14A of the Securities Exchange Act of 1934 (Exchange Act)~~, requires us to provide shareholders with~~. Although the ~~opportunity to~~say-on-pay vote ~~to approve, on a~~is nonbinding, ~~advisory basis,~~ the compensation committee (Committee) considers the voting results as part of its annual evaluation of our ~~named~~ executive ~~officers as disclosed in this proxy statement in accordance with the~~ compensation ~~disclosure rules of the SEC. Our board agreed to hold such advisory votes every year, the~~program. The annual frequency was selected by over 88 percent of ~~the~~our shareholders who voted on the ~~frequency~~ proposal at ~~the~~our 2011 Annual Meeting of Shareholders.

As described in detail below in the Compensation Discussion and Analysis, Page 30, we seek to align the interests of our named executive officers with the interests of our shareholders. The compensation committee (the committee) endeavors to ensure that overall compensation paid to our executive officers is appropriate and in line with our overall compensation objective to attract, motivate, reward, develop and retain the executive talent required to achieve the company’s business objectives, with the ultimate goal of increasing shareholder value. At the same time, the committee is careful to ensure that compensation paid to executives is not excessive as compared with peer companies and does not encourage unreasonable risk taking, that its decisions are transparent and easily understood by all stakeholders, and that the elements of compensation employed are in keeping with compensation paid to associates at all levels of the company, allowing for differences due to level of responsibility and individual performance.

~~The committee has structured its executive compensation program to address the following key components of compensation considered each year:~~

The committee’s emphasis on performance-based compensation awards is intended to strengthen the link between our executive management and our shareholders by rewarding our executive officers when their efforts produce results that benefit our shareholders.

^*In our disclosure about compensation paid to our named executive officers we refer to several Non-GAAP measures, including “operating income,” “net written premiums” and “value creation ratio.” The Definitions of Non-GAAP Information and Reconciliation to Comparable GAAP Measures are attached to this proxy statement at Appendix A.

As we describe in the Executive Summary of ~~the~~our Compensation Discussion and Analysis, Page ~~31,~~39, in ~~2013,~~2015, the company delivered strong operating results and acceptable short-term financial ~~and operating results.~~performance in a volatile investment environment. Highlights included:

~~These~~For our shareholders, these efforts supported an increase of our ~~indicated~~regular annual cash dividend for the 5355^rdth consecutive ~~year. We believe this record is matched by only nine other publicly traded companies. The~~year and payment of a special cash dividend ~~increase reflects~~of $0.46 per share in the ~~confidence our board~~fourth quarter of ~~directors has in our strong capital, liquidity and financial flexibility, as well as progress through our initiatives to improve earnings performance.~~2015. Through the cash dividends paid and share repurchases, ~~made during the year,~~ we returned ~~$315~~$419 million to shareholders in ~~2013.~~2015, and $1.033 billion during the three years ended December 31, 2015.

AsFor our executives, these efforts resulted in payouts of performance-based equity and nonequity incentive compensation at threshold levels, as the committee considers executive compensation, it evaluates our performance and establishes performance hurdles for performance-based compensation with reference to other insurance companies that we have identified as our peer group. See Page 43 for information aboutcompany’s strong operating results were muted by the ~~companies in our peer group. Although our performance over~~effects of the last three years exceeded that of all 10 companies of our peer group as measured by three-year total shareholder return, total direct compensation for our named executive officers for the same period remains comparatively low, ranking below the 25^th percentile. We believe our executive compensation program provides the appropriate incentives to encourage our executive team to continue to deliver value to our shareholders over the long term, while providing appropriate protection against excessive risk taking to produce those results.financial markets.

~~This proposal on executive compensation is not intended~~In addition to address any specific element of compensation; rather, the vote relates to the compensation for our named executive officers, as described in this proxy statement in accordance with the compensation disclosure rules of the SEC. The vote is advisory, which means that the vote is not binding on the company, our board or the committee. To the extent there is any significant vote against our named executive officer compensation as disclosed in this proxy statement, the committee will evaluate whether any actions are necessary to address the concerns of shareholders.

~~Accordingly, we ask our shareholders to vote on the following resolution at the Annual Meeting:~~

“RESOLVED, that the company’s shareholders approve, on an advisory basis, the compensation of the named executive officers, as disclosed in the company’s Proxy Statement for the 2014 Annual Meeting of Shareholders pursuant to the compensation disclosure rules of the SEC, includingthese highlights, please read the Compensation Discussion and Analysis section for more detailed information about our executive compensation program and decisions to inform your vote on the ~~2013 Summary Compensation Table and the other related tables and disclosure.”~~following say-on-pay proposal:

~~Page 27~~“RESOLVED, that the company’s shareholders approve, on an advisory basis, the compensation of the named executive officers, as disclosed in the company’s proxy statement for the Cincinnati Financial Corporation 2016 Annual Shareholder Meeting pursuant to the compensation disclosure rules of the SEC, including the Compensation Discussion and Analysis, the 2015 Summary Compensation Table and the other related tables and narrative disclosure.”

Page 38

Vote Required

The affirmative vote of a majority of the shares ~~present and eligible~~represented in person or by proxy at the Annual Meeting that are entitled to vote on this proposal is required for approval. Votes to abstain have the same effect as votes against the proposal. Broker nonvotes have no effect on the voting for this proposal.

The board of directors recommends a vote FOR the resolution approving the compensation of our named executive officers as disclosed in this proxy statement.

~~Proposal 4 – Re-Approval of Performance Goals of the Annual Incentive Compensation Plan of 2009~~

We are asking shareholders to consider and re-approve the performance goals under the Company’s 2009 Annual Incentive Compensation Plan (the Plan) so that we can continue to seek a deduction under Section 162(m) of the Internal Revenue Code of 1986 for performance-based compensation payable under the Plan. Section 162(m) requires us to obtain shareholder approval of the performance goals in the Plan every five years in order to maintain its eligibility for tax deductibility. Because 2014 is the fifth year following the original shareholder approval of the Plan, we are asking shareholders to re-approve the performance goals of the Plan. The performance goals that we are asking shareholders to re-approve are unchanged from those that were contained in the Plan when it was first approved by shareholders in 2009.

Under Section 162(m), compensation in excess of $1 million paid in any year to any “covered employee” (as defined by Section 162(m)) may be deductible by the company if it is based on the achievement of pre-established performance goals and satisfies the other criteria set forth therein. In 2009, shareholders approved the Plan that listed the following performance objectives from which the committee selects the performance goals for each year’s awards: 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 and the value creation ratio. The performance goals may be numeric or a relative comparison to the peer group.

The Plan is administered by the company’s compensation committee (Committee). The Committee has selected the performance objective of the value creation ratio compared with the companies in the peer group as the basis for the performance goal applicable to each award under the Plan since 2009. The Committee establishes performance hurdles for the performance objective that must be achieved in order to earn threshold, target and maximum levels of the award. The performance objective, performance hurdles and payout levels are set forth in written grant agreements that are delivered to eligible participants at the time of grant, which occurs within the first 90 days of each calendar year. Once the calendar year is complete and the Committee certifies achievement of the performance goal, payment occurs as soon as practicable after the committee’s certification, but not later than two months and 15 days following the end of the calendar year in which the performance goal is achieved.

~~A summary of the Plan is discussed below.~~

~~Purpose~~– The Plan is intended and was designed to promote the interest of the company and its shareholders by (i) providing the executive officers of the company and its subsidiaries with bonus compensation based upon the achievement of pre-established performance goals, and (ii) maximizing the company’s opportunity for an income tax deduction for the amount of annual compensation paid to eligible executive officers.

~~Administration~~– The Plan is administered by the Committee, which must include at least two directors who are “outside directors” for purposes of Section 162(m). The Committee has full power, authority and discretion to administer and interpret the Plan and may rely on opinions, reports of officers, employees, legal counsel and the public accountants of the company in making determinations under the Plan.

~~Page 28~~Report of the Compensation Committee

~~Eligibility and Participation~~ – The executive officers of the company, including the president and chief executive officer and the four most highly compensated officers (other than the president and chief executive officer) of the company, are eligible to receive awards under the Plan.

~~Awards– The Plan provides that each participant is eligible to receive an award of up to $3 million annually pursuant to the satisfaction of the participant’s performance-based goals for that year.~~

~~Performance-Based Goals~~ – The performance goals for awards of incentive compensation under the Plan made (or paid) to any eligible executive officer are determined by the Committee and are 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 a peer group. Targets for performance goals are established by the Committee within the first 90 days of the calendar year to which the goals apply and set forth in written agreements delivered to award recipients.

~~Determination and Payment of Award~~ – Awards are 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 was in fact achieved. The Committee retains complete negative discretion to reduce the amount of or eliminate part or all of the award otherwise earned by the participant upon the attainment of a performance goal in light of factors deemed appropriate by the Committee. In no event shall awards be paid later than two months and 15 days following the close for the calendar year in which the performance goal is achieved.

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 Committee.

~~Acceleration of Awards Provisions~~ – In the event a participant’s employment is terminated by action of the employing entity within 12 months after the effective date of a change in control as defined in the Plan, then any outstanding award held by that participant as of the date of termination will become fully vested, and the restrictions and other conditions applicable to any such award, including vesting requirements, will lapse and become free of all restrictions and fully vested.

~~Amendment, Modification and Termination~~ – The board of directors may amend, modify or terminate the Plan at any time, except that no such amendment or modification may affect awards previously granted. Any such amendment or modification is effective at such date as the board may determine.

~~Plan Benefits~~ – Because this proposal relates only to re-approval of the performance goals under the Plan, it will not result in any new benefits being provided to participants in the Plan. The Committee uses its discretion in awarding executive officers awards under the Plan and the particular performance goals applicable to those awards. Therefore, the benefits or amounts to be received by a particular executive officer in the future under the Plan cannot be determined at this time.

~~Tax Consequences~~ – Assuming re-approval is obtained of the performance goals under the Plan and that awards under the Plan otherwise satisfy the requirements of 162(m), we believe we will generally be entitled to a corresponding federal income tax deduction at the same time the participant recognizes ordinary income in respect to awards under the Plan.

~~Vote Required~~

The affirmative vote of a majority of the shares present and eligible to vote on this proposal is required for approval. Votes to abstain have the same effect as votes against the proposal. Broker nonvotes have no effect on the voting for this proposal.

~~Page 29~~

~~The board of directors recommends a vote FOR the proposal to re-approve the performance goals of the Annual Incentive Compensation Plan of 2009.~~

~~Report of the Compensation Committee~~

The compensation committee reviewed and discussed the Compensation Discussion and Analysis with management. Based on the review and discussions, the compensation committee recommended to the board of directors that the Compensation Discussion and Analysis be included in the company’s ~~2014~~2016 proxy statement.

Submitted by the compensation committee:

W. Rodney McMullen (chair), William F. Bahl, Gregory T. Bier,

Dirk J. Debbink and Gretchen W. Price ~~and E. Anthony Woods~~

~~Compensation Committee Interlocks and Insider Participation~~

Compensation Committee Interlocks and Insider Participation

In ~~2013,~~2015, W. Rodney McMullen, William F. Bahl, Gregory T. Bier, Dirk J. Debbink and Gretchen W. Price ~~and E. Anthony Woods~~ served on the compensation committee. During the ~~2013~~2015 fiscal year, none of the compensation committee members were officers, employees or former officers of Cincinnati Financial Corporation.

~~Compensation Discussion and Analysis~~

Compensation Discussion and Analysis

This Compensation Discussion and Analysis provides you with a detailed description of our executive compensation philosophy and programs, the compensation decisions the compensation committee ~~(committee)~~(Committee) has made under those programs and the factors considered in making those decisions. This Compensation Discussion and Analysis focuses on the compensation of our named executive officers for ~~2013,~~2015, who ~~were:~~were:

Name	Title
Steven J. Johnston	President and Chief Executive Officer
Jacob F. Scherer	Chief Insurance Officer and Executive Vice President
Michael J. Sewell	Chief Financial Officer and Senior Vice President
Martin J. Hollenbeck	Chief Investment Officer and Senior Vice President
~~Kenneth W. Stecher~~Charles P. Stoneburner II	~~Chairman of the Board~~Senior Vice President, Commercial Lines

~~Page 30~~Executive Summary

~~Executive Summary~~

Overview

Cincinnati Financial Corporation is one of the 25 largest property casualty insurers in the nation, based on net written premium volume from our insurance subsidiary. The U.S. property casualty insurance industry is a highly competitive marketplace with more than 2,000 stock and mutual companies operating independently or in groups. We compete with these companies, which offer standard market property casualty and/or surplus lines and life insurance products as we do, seeking to increase our share of these multibillion-dollar markets. Critical to our long-term success are highly experienced, dedicated and capable executives who can manage our business day to day and who possess the vision to plan for and adjust to changes in the market. The objective of our executive compensation program is to attract, motivate, reward, develop and retain the executive talent required for our long-term success. We also must nurture the capabilities of our emerging leaders to ensure that we have an appropriate depth of executive talent. We also believe

Page 39

that as an associate’s level of responsibility increases, so should the proportion of performance-based compensation. As a result, our executive compensation program aims to tie a meaningful level of each officer’s compensation to awards that require achievement of the primary financial objectives by which we measure the company’s performance, creating a firm link between pay and performance.

~~2013~~2015 Financial and Business Highlights

In ~~2013,~~2015, the company delivered strong operating results and acceptable short-term financial ~~and operating results.~~performance in a volatile investment environment. Highlights included:

~~Strong growth~~A combined ratio of 1291.1 percent, the fourth consecutive year of underwriting profit. In 2015, our efforts to further segment our renewal and new business opportunities with better pricing precision and risk-selection decisions continued to improve underwriting performance. More favorable weather in 2015 also benefited underwriting profits.

A 21 percent increase in net income to $634 million.

A 5 percent increase in consolidated property casualty net written premiums, ~~reflecting improved pricing, rising~~including 1 percent from our new reinsurance assumed operations. The increase in premiums also reflects other growth initiatives, modest average price increases and a higher level of insured ~~exposures and business from agencies appointed in recent years as a part of our growth strategy to write $5 billion in annual direct written premiums by the end of 2015.~~exposures.

~~Increased profitability~~Less than a 1 percent full-year increase in fair value of ~~our property casualty insurance business, with~~invested assets at December 31, 2015, including a ~~combined ratio of 93.8~~3 percent ~~2.3 points better than~~decrease for the ~~96.1~~stock portfolio and a 2 percent ~~combined ratio reported~~increase for ~~2012, and 15.5 points better than~~ the 109.3 percent combined ratio reported for 2011. The 2013 ratio benefited from improved underwriting, pricing and loss cost management and lower natural catastrophe losses that were partially offset by higher loss reserve estimates.bond portfolio.

A 74 percent increase in ~~the fair value of our invested assets plus cash and~~ pretax investment income, ~~for the year essentially level with the prior year.~~net of expenses, reflecting a 9 percent increase in equity portfolio dividends and a 3 percent growth in interest income.

A ~~23 percent increase~~decrease of less than a dollar in ~~net income~~book value at December 31, 2015, to ~~$517 million, with operating income of $463 million, or $2.80~~$39.20 per share ~~up 17 percent.~~compared with book value of $40.14 per share at December 31, 2014.

~~Book~~A value ~~increase of 11 percent, to $37.21 per share.~~

~~Value~~ creation ratio (VCR) of ~~16.1~~3.4 percent, ~~exceeding~~below our announced goal of producing an annual average VCR of 10 percent to 13 percent for the five-year period from 2013 to 2017. A volatile equities market offset strong operating results and lowered our VCR. Our VCR exceeded the VCR of four of the 10 companies in our peer group.

At December 31, ~~2013,~~2015, our one-year total shareholder return of 19.0 percent exceeded that measure for six of the 10 companies in the peer group and our cumulative three-year total shareholder return of ~~88.6~~69.07 percent exceeded that measure for ~~all~~four of the 10 companies in our peer group. ~~Our one-year total shareholder return~~

A 31 percent increase to $2.30 per share in cash dividends declared, including a special cash dividend of ~~38.4 percent exceeded that~~$0.46 per share declared in the fourth quarter of ~~five of the 10 peer companies.~~2015.

For our shareholders, these efforts supported an increase of our regular annual cash dividend for the 55^th consecutive year and payment of a special cash dividend of $0.46 per share in the fourth quarter of 2015. Through the cash dividends paid and share repurchases made during the year, we returned $419 million to shareholders in 2015, and $1.033 billion during the three years ended December 31, 2015.

Relationship Between Company Performance and Chief Executive Officer Compensation

Generally the ~~committee~~Committee expects that when the company’s performance adds or preserves more value for shareholders than its peers, that compensation for the named executive officers, including the chief executive officer, will be higher than when the company’s performance lags its peers. ~~These graphs illustrate~~Accordingly, the performance metrics for both annual and long-term performance-based compensation are calibrated to the company’s performance compared with the companies in the peer group. At the same time, the Committee expects compensation to directionally correlate with the company’s actual performance for these metrics, particularly when considered over the long term. The following graph illustrates the directional relationships between company performance, based on the two performance metrics used in our performance-based awards and the compensation of our chief executive officer for each of the three years ending ~~2013.~~2015.

~~Page 31~~

Page 40

CEO Pay for Performance

CEO Pay for Performance		2013		2014		2015
SCT Total Compensation	$	3,501,957	$	2,623,807	$	2,163,984
Realized Compensation⁽¹⁾	$	2,971,137	$	2,434,715	$	1,936,016
1-Year VCR		16.1%		12.6%		3.4%
3-Year Total Shareholder Return⁽²⁾		88.6%		90.6%		69.1%

(1)

Realized compensation is the sum of salary and annual incentive cash compensation reported in the Summary Compensation Table for the year plus the value realized from the exercise of stock options and vesting of time-vesting or performance-based restricted stock units, if any, reported in the Option Exercises and Stock Vested table for the year

(2)

3-Year Total Shareholder Return is total shareholder return for the 3-year performance period ending December 31 of a given year, as calculated by and displayed on Bloomberg LP.

~~Despite delivering total shareholder return exceeding that of all of the companies in our peer group over~~Over the last three years, compensation for our ~~named~~chief executive ~~officers~~officer varied in line with overall company performance, even as the Committee adjusted base annual salary and targets for performance-based compensation. Payouts of annual incentive and long-term performance-based awards throughout the ~~same~~ period ~~continued to lag~~also directly align with company performance.

	Annual Incentive Compensation (VCR)		Long-Term Performance-Equity Compensation (3-Year Total Shareholder Return)
	Performance Relative to Peer Companies	Performance Level Earned	Performance Relative to Peer Companies	Performance Level Earned
2015	> 4 Peers	Threshhold	> 4 Peers	Threshhold
2014	> 6 Peers	Target	> 6 Peers	Target
2013	>9 Peers	Maximum	> 10 Peers	Maximum

Our performance over the last three years ranked slightly below the median of the 10 companies of our peer ~~group. The~~group as measured by three-year total shareholder return. As suggested by the Three-Year Relative Pay for Performance graph below, ~~shows that for the three years ending December 31, 2013, we outperformed all of our peer companies, while~~ total ~~direct~~realizable compensation^† for our chief executive officer and the other named executive officers ~~remained~~over the same period remains comparatively low, ranking near ~~the bottom of the group, at or below~~ the 25^th ~~percentile.~~^†

percentile, largely reflecting the size of several of the companies included in the peer group. Because we do not benchmark executive compensation to the peer group, our performance is judged against those companies with whom we compete every day for each insurance policy we write, regardless of the size of those companies.

^†~~Three-year total direct~~
† Three-year total realizable compensation is the sum of the following components of compensation as reported and calculated by Equilar: salary paid, discretionary cash bonus, nonequity incentive compensation paid, amounts realized from the exercise of stock options or vesting of stock awards, the intrinsic value of exercisable “in the money” stock options and the grant date fair value of time vesting and target-level performance-based restricted stock or restricted stock unit awards, for the three years ending December 31, 2014, the most recent year for which such data is available.

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Three-Year Relative Pay for Performance

(2013-2015)

Results of 2015 Advisory Vote to Approve Executive Compensation

At the 2015 Annual Meeting of Shareholders, nearly 98 percent of the ~~following components~~votes cast were in favor of this proposal. The Committee believed this favorable outcome demonstrated support of its decisions and our overall executive compensation ~~as reported~~program. Subsequent discussions with investors representing approximately 30 percent of the shares outstanding confirmed this belief. All of the shareholders contacted during our annual investor engagement efforts favorably commented on the company’s executive compensation program, criteria for performance-based awards and ~~calculated by Equilar: base annual salary, discretionary cash bonus, short-term nonequity incentive compensation, long-term non-equity incentive compensation,~~overall level of pay. As a result, the ~~value of stock-based compensation and amounts shown as “all other”~~Committee made no material changes in the ~~Summary Compensation Table, for~~structure of our compensation program in 2015. At the ~~three years ending 2012,~~2016 Annual Meeting of Shareholders, we will again hold an advisory vote to approve executive compensation (see Page 38). The Committee will continue to consider the ~~most recent year for which such data is available.~~results of these annual advisory votes and feedback from investor outreach in its deliberations about our executive compensation program.

~~Page 32~~

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Executive Compensation Practices

The committee applies certain fundamentals that are key characteristics of our overall compensation program, including:

We Do	We Don’t
Link Pay to Performance – The majority of pay awarded by the ~~committee~~Committee to each executive officer each year is tied to achievement of short- and long-term performance objectives and changes in the market value of the company’s common stock.	Use Employment Contracts – We employ all of our executive officers at will.
Review Data Sheets – Each year the ~~committee~~Committee reviews data recounting the compensation history for each executive officer. For the named executive officers, the ~~committee~~Committee additionally reviews compensation and performance data for the companies in the peer group before making executive compensation decisions.	Pay Dividends or Dividend Equivalents – We do not pay dividends or dividend equivalents on unvested stock awards.
Mitigate Excessive Risk – Compensation earned from performance-based awards is capped and is subject to clawback policies and provisions. Company-level performance objectives relative to peers minimizes the ability of any single individual or business unit to control its own performance-based compensation. The ~~committee’s~~Committee’s authority to exercise negative discretion and eliminate payment of any award also is a powerful risk control.	Reprice or Exchange Stock Options – We do not reprice or exchange stock options. We consider stock options to be performance-based compensation that links the financial success of our associates to shareholders. Since shareholders cannot reprice or exchange their shares, neither do we.
Use Double-Trigger Change in Control Provisions – Both our annual incentive and stock-based compensation plans include ~~double trigger~~double-trigger change in control provisions.	Include Stock-Based Awards in Calculations for Pension or Other Retirement Benefits – Our pension is calculated based on salary only, and our matches to 401(k) and Top Hat Savings Plan contributions are limited to cash compensation.
Perform Compensation Risk Assessments – Our chief risk officer performs this assessment each year, and it is considered by the ~~committee~~Committee as part of its decision making process.	Allow Hedging Transactions by Executive Officers or Directors – Our Securities Trading Policy prohibits transactions such as short sales, prepaid forward sales contracts or other hedging transactions that we believe decouple the director’s or officer’s interests from those shared by our shareholders generally.
Track Compliance With Ownership Guidelines – All of our directors and executive officers satisfy our published stock ownership guidelines.

~~Results of 2013 Advisory Vote to Approve Executive Compensation~~Page 43

At the 2013 Annual Meeting of Shareholders, nearly 98 percent of the votes cast were in favor of this proposal. The committee believed this favorable outcome demonstrated support of its decisions and our overall executive compensation program. Subsequent discussions with investors representing nearly 30 percent of the shares outstanding confirmed this belief. All of the shareholders contacted during our annual investor engagement efforts favorably commented on the company’s executive compensation program, criteria for performance-based awards, and overall level of pay. As a result, the committee made no material changes in the structure of our compensation program. At the 2014 Annual Meeting of Shareholders, we will again hold an advisory vote to approve executive compensation (see Page 26). The committee will continue to consider the results of these annual advisory votes and feedback from investor engagements in its deliberations about our executive compensation program.

~~Page 33~~

~~Components of Compensation~~

Components of Compensation

Total direct compensation (TDC) is the compensation annually determined or awarded each year by the ~~committee. Except for one small award of service-vesting restricted stock units~~^‡,Committee. TDC ~~in 2013~~generally is the sum of three components: base annual salary, target levels of annual incentive cash compensation and long-term equity compensation comprised of target levels of performance-based and service-based equity compensation. As illustrated in the following ~~chart,~~charts, in ~~2013 almost two-thirds~~2015, 70 percent of TDC awarded to the chief executive officer and 61 percent of the TDC awarded to the other named executive officers was performance-based and not guaranteed.

Base Annual Salary

We use base annual salary to attract executive talent and to provide adequate and stable compensation. The ~~committee~~Committee reviews and sets base annual salaries for the named executive officers each year. In determining base annual salary, the ~~committee~~Committee considers:

~~the~~The officer’s role and responsibilities,

~~fairness,~~Fairness, as compared with officers with similar responsibilities, experience and performance,

~~current~~Current compensation level, and

~~individual performance~~Individual performance.

Base annual salaries may be adjusted to reflect annual merit increases, if ~~any,~~any; promotions or changes in role or ~~responsibilities~~responsibilities; and market adjustments.

The base annual salaries for the named executive officers were adjusted in February ~~2013~~2015 to recognize the strong individual contribution of each officer to the company’s strong performance in the prior ~~year and to reflect the changes in responsibilities for each position.~~year. On average, base annual salary for the group increased approximately 82.2 percent. On an individual basis, each named executive officer’s salary was adjusted as follows:

For Mr. Johnston, an increase of ~~12.5~~2.0 percent to ~~$900,000;~~$945,540;

For Mr. Scherer, an increase of ~~10.0~~2.0 percent to ~~$825,000;~~$866,745;

^‡ In 2013, the committee granted 1,028 service-vesting restricted stock units (RSUs) to Mr. Sewell with a grant date fair value of $41,212, similar to the grants of RSUs made to the other named executive officers in 2011, the year Mr. Sewell began his employment with the company. Because of timing, Mr. Sewell did not receive RSUs in 2011. This 2013 grant was made to permit Mr. Sewell to benefit from the same forms of equity compensation paid to the other named executive officers in that year. The 2013 grant of RSUs will cliff vest on the third anniversary of the grant date.

~~Page 34~~

For Mr. Sewell, an increase of ~~5.0~~2.0 percent to ~~$735,000;~~$772,191;

For Mr. Hollenbeck, an increase of ~~6.2~~2.5 percent to ~~$600,000;~~$636,525; and

For Mr. ~~Stecher,~~Stoneburner, an increase of ~~5.0~~2.5 percent to ~~$525,000.~~$636,525.

Annual Incentive Compensation

We pay annual incentive compensation to encourage achievement of key short-term performance objectives believed to be important for achievement of longer-term strategic goals. Under the shareholder-approved Annual Incentive Compensation Plan of 2009, as amended (2009 Annual Incentive Plan), each executive officer is eligible to annually receive an award of up to $3 million in cash based on achievement of specific performance-based criteria.

The 2009 Annual Incentive Plan offers a wide range of performance objectives from which the ~~committee~~Committee may choose. The specific performance objectives, hurdles and targets for each year are contained in the award agreements delivered to the individual officer. The 2009 Annual Incentive Plan also features a forfeiture and recoupment provision to enable the company to recover

Page 44

payments under this plan when circumstances warrant. Awards of incentive compensation tie vesting of a portion of annual cash compensation to performance goals and can qualify as performance-based, tax-deductible executive compensation.

Since 2009, the performance objective used for annual incentive compensation awards is our one-year value creation ratio relative to our peer group. We believe this measure captures the contribution of our insurance operations, the success of our investment strategy and the importance we place on paying cash dividends to shareholders. The value creation ratio^§ is a two-part metric: i) our rate of growth in book value per share plus ii) the ratio of dividends declared per share to beginning book value per share. For the period 2013 through 2017, we are targeting an annual value creation ratio averaging 10 percent to 13 percent as our primary performance goal.

Target amounts for annual incentive compensation are set by the ~~committee~~Committee as a percentage of the named executive officer’s salary. The percentage of salary ranged from 65 percent to 100 percent based on the named executive officer’s tier. Assignment to a particular tier was based on level of responsibility. In ~~2013, the committee created a new tier for the chief executive officer.~~2015, Mr. Johnston was assigned to ~~that new~~the chief executive officer’s tier for which the target level award was 100 percent of base annual salary. ~~Mr. Stecher was assigned to~~All of the ~~Chairman Tier for which the target level of award was 80 percent of base annual salary. The~~ other named executive officers were assigned to Tier I for which target level awards were 65 percent of base annual salary.

Performance hurdles for threshold, target and maximum awards were set at the 30^th, 50^th and 75^th percentiles, respectively of the peer group. Stated another way, the company’s value creation ratio must exceed that of three of the 10 peer companies to achieve the threshold hurdle, must equal or exceed five peer companies to achieve the target hurdle and must equal or exceed eight peer companies to achieve the maximum hurdle. Achievement of threshold, target and maximum performance hurdles earns award payouts of 30 percent, 100 percent and 200 percent, respectively, of target.

The following formula is used to calculate the annual incentive award earned:

Base Annual Salary X Tier Target % X Performance Factor (0 – 200%)

As shown in the following chart, for ~~2013,~~2015, the company achieved a value creation ratio of ~~16.1~~3.4 percent and exceeded the value creation ratio achieved by ~~nine~~four of the 10 peer companies, qualifying for ~~maximum-level~~threshold-level payouts of ~~200~~30 percent of target.

^§ ~~See Appendix A for a detailed definition of our value creation ratio on Page 61~~

~~Page 35~~

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The following table shows how the formula was applied and the actual amounts awarded for ~~2013.~~2015.

Name Base Annual
Salary Tier Target
Percentage of
Base Annual
Salary 2013
Performance
Factor (Maximum) Annual Incentive
Compensation
Awarded for 2013
Johnston $ 900,000 100 % 200 % $ 1,800,000
Scherer 825,000 65 % 200 % 1,072,000
Sewell 735,000 65 % 200 % 955,500
Hollenbeck 600,000 65 % 200 % 780,000
Stecher 525,000 80 % 200 % 840,000

Name		Base Annual Salary	Tier Target Percentage of Base Annual Salary	2015 Performance Factor (Threshold)		2015 Annual Incentive Cash Compensation
Steven J. Johnston	$	945,540	100%	30.0%	$	283,662
Jacob F. Scherer, Jr.		866,745	65%	30.0%		169,015
Michael J. Sewell		772,191	65%	30.0%		150,577
Martin F. Hollenbeck		636,525	65%	30.0%		124,122
Charles P. Stoneburner II		636,525	65%	30.0%		124,122

Long-Term Stock-Based Compensation

General

We award stock-based compensation not only to reward service to the company, but also to provide incentive for individuals to remain in the employ of the company and help it prosper. We believe people tend to value and protect most that which they have paid for, generally by investing their time, effort or personal funds. Over the long run, we believe shareholders are better served when associates at all levels have a significant component of their financial net worth invested in the company. For that reason, we grant awards of stock-based compensation not only to our directors and to named executive officers, but also generally to full-time salaried associates of the company who are in good standing. We believe this approach encourages associates at all levels to make decisions in the best interest of the company as a whole, linking their personal financial success with the company’s success. Although we do not have access to information about broker accounts, we estimate that approximately 9080 percent of our current associates hold shares of Cincinnati Financial Corporation. Stock ownership guidelines applicable to all directors and officers help the ~~committee~~Committee monitor ownership for all directors and officers. Our Director and Officer Stock Ownership Guidelines can be found atcinfin.com/investors.

Stock-based awards granted to all associates in ~~2013~~2015 totaled less than 1 percent of total shares outstanding. In ~~2013,~~2015, approximately 2218 percent of all stock-based awards were granted to the company’s executive officers, including the named executive officers, and 78approximately 82 percent were granted to ~~approximately 2,700~~more than 3,000 other company associates. All stock-based awards are granted at 100 percent of fair value on the date of grant.

~~Page 36~~

Types of Stock-Based Awards

The ~~committee primarily~~Committee grants ~~two~~three types of stock-based awards to the named executive officers: nonqualified stock options, ~~and~~ performance-based restricted stock units (PSUs) and service-vesting restricted stock units (RSUs). The ~~committee~~Committee finds these awards effective because stock options have value only if there is a corresponding increase in value recognized by ~~shareowners,~~shareholders, while PSUs focus executives on the sustained long-term performance of the company regardless of stock price fluctuations. RSUs further emphasize the long-term focus and strengthens the alignment of financial interests shared by executives and shareholders. Both stock options and PSUs can qualify as performance-based, tax-deductible executive compensation. The named executive officers also are eligible to receive shares under the Holiday Stock Plan. ~~The committee occasionally grants other types of stock-based awards, such as service-vesting restricted stock units (RSUs).~~ We do not pay dividends or dividend equivalents on unvested stock-based awards.

Stock Options –For the named executive officers, the ~~committee~~Committee uses nonqualified stock options that vest and become exercisable in equal amounts over the three years following the grant date. We consider stock options to be performance-based compensation, because the associate recognizes value only if the market value of our stock appreciates over time. Stock options tie the compensation realized from such awards, if any, to changes in the stock price experienced by shareholders generally. When the stock price does not increase, the stock options do not have value. We do not, and have not, backdated, repriced or exchanged stock options.

PSUs – For the named executive officers, the ~~committee~~Committee uses PSUs that cliff vest after three years if performance targets are achieved. PSUs tie vesting of a portion of stock-based compensation to performance goals, and the three-year performance period for awards of PSUs reinforces the company’s long-term focus and matches the period after which stock option awards are fully vested and exercisable. If performance hurdles are achieved and an award of PSUs vests, the award is

Page 46

paid in shares of common stock, one share for each restricted stock unit. For PSUs, the ~~committee~~Committee expects to set targets that it considers achievable, but that require some stretch, based on market conditions and the current insurance industry environment at the time of grant.

Since November 2008, the performance objective for PSUs has been three-year total shareholder return relative to the companies in the peer group. The ~~committee~~Committee selected this measure because total shareholder return combines share price appreciation and dividends paid. It measures the total return achieved for the shareholder and the relative position reflects the market perception of overall performance relative to the peer group.

RSUs– For the named executive officers, the Committee uses RSUs that ratably vest in thirds over three years. The Committee added RSUs as a regular component of compensation for the named executive officers beginning in 2015 to place greater emphasis on long-term compensation and strengthen the alignment of executive officer and shareholder financial interests.

Setting Target Amounts for Stock-Based Awards

Target amounts for ~~stock-based~~performance-based stock compensation (nonqualified stock options and PSUs) are set by the ~~committee~~Committee as a percentage of the named executive officer’s salary. For ~~2013,~~2015, the percentage of salary ranged from 97.5 percent to ~~130~~150 percent based on the named executive officer’s tier. Assignment to a particular tier was based on level of responsibility. In ~~2013, the committee created a new tier for the chief executive officer.~~2015, Mr. Johnston was assigned to ~~that new~~the chief executive officer’s tier for which the target level award was ~~130~~150 percent of base annual salary. ~~Mr. Stecher was assigned to~~All of the ~~Chairman Tier for which the target level of award was 120 percent of base annual salary. The~~ other named executive officers were assigned to Tier I for which target level awards were 97.5 percent of base annual salary. The target dollar amount is then allocated between stock options and PSUs, and the target dollar amount for each is then divided by the fair value of the company’s stock on the date of grant to determine the target number of shares for each award. For ~~2013,~~2015, the target value for stock awards was allocated 50 percent to ~~stock options~~PSUs and 50 percent to ~~PSUs.~~stock options. The following formula is used to calculate the number of shares underlying each grant of ~~stock-based~~performance-based stock compensation.

Base Annual Salary X Tier Target % X Award Allocation %	=	Target # of Shares Underlying Award
Grant Date Fair Value

Similarly, the Committee sets amounts for RSUs as a percentage of the named executive officer’s salary. For 2015, the percentage of salary for each named executive officer was 5 percent. The ~~committee~~following formula is used to calculate the number of shares underlying each grant of RSUs:

Base Annual Salary X 5%	=	# of Shares Underlying Award
Grant Date Fair Value

The Committee believes that ~~this~~its method offor determining the number of shares for each stock-based award helps to conserve the number of shares available for grant under the shareholder approved plans.

~~Page 37~~

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At its meeting on February ~~15, 2013,~~13, 2015, the ~~committee~~Committee granted the following stock-based awards to the named executive officers:

For the PSUs granted in ~~2013,~~2015, performance hurdles for threshold, target and maximum awards were set at the 30^th, 50^th and 75^th percentiles, respectively, of the peer group. Stated another way, the company’s three-year total shareholder return must exceed that of three of the 10 peer companies to achieve the threshold hurdle, must equal or exceed that of five peer companies to achieve the target hurdle and must equal or exceed that of eight peer companies to achieve the maximum hurdle. InBeginning with PSUs granted in 2013, the ~~committee~~Committee broadened the range of potential award payouts to match those of annual incentive compensation awards. For PSUs granted in ~~2013,~~2015, achievement of threshold, target and maximum performance hurdles earns award payouts of 30 percent, 100 percent and 200 percent, respectively, of target. Over time, the ~~committee~~Committee intends that the expanded range will result in delivery of a higher proportion of compensation through long-term performance-based compensation awards. For outstanding awards of PSUs granted in the years prior to 2013, achievement of threshold, target and maximum performance hurdles earns award payouts of 75 percent, 100 percent and 125 percent, respectively, of target.

The following formula describes how the ~~committee will calculate~~Committee calculates the number of shares earned:

The performance period for the PSUs awarded in ~~2013~~2015 is the three calendar years ending December 31, ~~2015.~~2017. The PSUs will vest and become payable on March 1, ~~2016,~~2018, if the company achieves one of the performance hurdles described in the preceding paragraph.

AsThe company’s three-year TSR for the ~~company’s~~three-year performance ~~has improved over~~period ended December 31, 2015, was 69.07%, exceeding that metric for four of the ~~last three 3-year performance cycles as measured by three-year total shareholder return relative to~~10 companies in the peer group and earning payout at the ~~value~~threshold level of ~~shares realized by~~30 percent of the ~~named executive officers from corresponding PSU grants also has increased.~~target number of shares.

The named executive officers are eligible to receive stock bonuses under the company’s broad-based Holiday Stock Plan, which annually awards one share of common stock to each full-time associate in good standing for each year of service, up to a maximum of 10 shares. This plan, in effect since 1976, encourages stock ownership at all levels of the company.

From time to time, the committee may use other forms of stock-based compensation, such as service-vesting restricted stock units. In 2013, the committee granted 1,028 service-vesting restricted stock units (RSUs) to Mr. Sewell with a grant date fair value of $41,212, similar to the grants of RSUs made to the other named executive officers in 2011, the year Mr. Sewell began his employment with the company. Because of timing, Mr. Sewell did not receive RSUs in 2011. This 2013 grant was made to permit Mr. Sewell to benefit from the same forms of equity compensation paid to the other named executive officers in that year. The 2013 grant of RSUs will cliff vest on the third anniversary of the grant date.

Hedging– ~~Our~~All of our officers and directors and certain associates identified by management as having regular access to potentially material, nonpublic information are prohibited from engaging in any form of hedging or monetization transactions involving the company’s stock. Such transactions can decouple the officer’s or director’s interest from the interests of shareholders generally and can limit the officer’s or director’s ability to control the timing of stock transactions to avoid times when ~~not~~ in possession of material nonpublic information.

^**~~Based on the closing price on Nasdaq as of the last trading day of the performance period as follows:~~

Pledging– We doenjoy a strong culture of ownership, linking the long-term financial prospects for our associates to the long-term financial prospects for our shareholders generally through broad-based grants of equity compensation awards. Some of our associates, including some executive officers, choose to build their ownership in the company by pledging shares they own to collateralize loans from banks or brokers to exercise employee stock options. Some directors, officers and associates choose to hold their shares of stock in street name in accounts with banks or brokers as a matter of convenience. Depending on individual circumstances and decisions, these accounts can be subject to margin or collateral requirements.

Accordingly, we permit our directors, officers and ~~officers~~associates to pledge shares of company stock that they own. The board expects ~~that~~ directors and executive officers ~~will~~to exercise good judgment when making decisions about their holdings and transactions involving company stock, including pledging. The board anticipates that the level of share pledging by directors and executive officers will decrease over time. In ~~2013,~~2015, the ~~number of~~level shares pledged by our directors and executive officers as a group ~~decreased by over 14 percent compared with~~remained about the ~~prior year.~~same as 2014 levels.

A majority, 16 of ~~17 among~~ our 3028 directors and executive officers, do not pledge any shares. Another group of 1110 have pledged shares ~~that combined total~~totaling less than ~~0.25~~0.3 percent of the shares outstanding. The remaining two directors with pledged shares are members of one of the company’s founding families, with reported holdings of company stock that sufficiently outnumber the approximately ~~1.25~~1.3 percent of shares outstanding that they hold in ~~pledged accounts.~~

~~Our board of directors, through the compensation committee, has responsibility for~~accounts and are available as collateral. Neither our ~~stock ownership guidelines and stock-based compensation programs. They regularly discuss the ownership progress made by individual~~chief executive ~~officers and directors. Data regarding~~officer nor our chief financial officer have pledged shares is collected annually through director and executive officer questionnaires, is subject to audit and has been reported in our proxy statement as a footnote to our beneficial ownership table for many years. All directors and executive officers comply with rigorous procedures for preclearing transactions in company stock and trading restrictions approved by the board of directors for any transaction involving the company’s stock. These controls are designed to help the individual officer or director exercise good judgment when pledging their shares, to help ensure that they do not sell shares during a trading blackout or when they might otherwise be in possession of material nonpublic information.

~~As a part of our regular investor outreach efforts in early 2014, we asked investors representing approximately 25 percent of the shares outstanding for their views on pledging~~ of company stock by the company’s directors and executive officers. Generally the feedback received was similar to the feedback received in 2013. These investors told us that pledging of shares was not a particular concern, but that they would be interested in more disclosure on this subject, including disclosure about the board’s oversight of this activity. The committee factored this feedback into its decisions about executive compensation for 2014, and stock-based compensation generally, and decided to continue its long-standing tradition of including stock options as an important component of its executive compensation program. It also decided to continue the company’s policy of permitting reasonable pledging of shares, a mechanism historically used to finance stock option exercises, and to continue evaluating its position on this subject, recommending additional or enhanced procedures to improve the board’s oversight of this activity.stock.

Throughout the history of our company, stock options have been an important component of the compensation we award to more than half of our associates each year. We consider stock options to be performance-based compensation, since they deliver no value to the associate unless the company’s performance is recognized by the market with an increase in the price of the company’s stock. We also believe that the link between associates and shareholders is strengthened and more meaningful to associates when they personally invest their own financial resources to exercise the stock options. Over the years, many of our long-serving executive officers, including some of the named executive officers, have borrowed money from various financial institutions to exercise stock options, pledging the shares they already owned or obtained upon exercise to collateralize the loan. Accumulation of shares in this way by our executive officers, and associates throughout our company, has produced a strong culture of ownership, linking the long-term financial prospects for our associates to the long-term financial prospects for our shareholders generally and allowing our associates the opportunity to incrementally build wealth for their future.

In awarding stock options and other forms of stock-based compensation, the ~~committee~~Committee follows certain general precepts:

Timing. Since 2010, the Committee established its February meeting as the date for granting stock-based compensation to company associates each year. This meeting is purposely scheduled to occur shortly after the company announces its financial results for the preceding quarter and year, and therefore occurs when it does not expect to be in possession of material nonpublic information. The Committee makes its grants of restricted stock to directors under the Directors’ Stock Plan of 2009 at its first regularly scheduled meeting of the year. The Committee believes the consistency of this practice since adoption of the first Director Stock Plan in 2003 eliminates concerns over timing. When grants are made at any other time of the year, the Committee ensures that such grants are granted outside of any regular trading blackout associated with the company’s disclosure of financial results and when the company is not otherwise in possession of material nonpublic information.

Option Exercise Price. All stock-based compensation is granted at fair market value on the date of grant. For stock-based awards since 2007 under the 2012 Stock Compensation Plan and the 2006 Stock Compensation Plan, fair market value is defined as the average of the high and low sale price on Nasdaq on the grant date. Unless a future date is specified, the grant date is the date of the Committee meeting at which the grant is made. Fair market value for awards under the 2009 Director Stock Plan and the Holiday Stock Plan is the average of the high and low sale price

on Nasdaq on the grant date. The Committee does not delegate timing or pricing of these stock-based awards to management.

In 2015, Messrs. Scherer and ~~Stecher~~Stoneburner were participants in The Cincinnati Financial Corporation Retirement Plan (Retirement Plan), our tax-qualified defined benefit pension ~~plan, in 2013.~~plan. There are no special or enhanced pension formulas for the named executive officers, compared with other plan participants. The plan was frozen and closed to new participants in mid-2008.

These two named executive officers also participate in The Cincinnati Financial Corporation Supplemental Retirement Plan (SERP). The SERP is unfunded and subject to forfeiture in the event of bankruptcy.

The SERP is a nontax-qualified defined benefit plan maintained by the company to pay eligible associates the difference between the amount payable under the tax-qualified plan and the amount they would have received without the tax-qualified plan’s limit due to Section 401(a)(17) and Section 415 of the Internal Revenue Code. Accordingly, the SERP definitions for service, normal retirement and annual earnings are the same as those for the Retirement Plan except the SERP’s definition of annual earnings is not limited.

For information about accumulated benefits under these plans and detailed information about the plans, see the ~~2013~~2015 Pension Benefits table and the discussion following, beginning on Page ~~51.~~59.

The named executive officers can participate in a tax-qualified 401(k) savings plan as well as the Cincinnati Financial Corporation Top Hat Savings Plan, a nonqualified deferred compensation plan for a select group of management or certain highly compensated associates. The company matches contributions to the 401(k) plan made by associates who are not members of the Retirement Plan, including Messrs. Johnston, Sewell and Hollenbeck, up to a maximum of 6 percent of the associate’s annual cash compensation (salary and annual incentive compensation). The company also matches contributions by Messrs. Johnston, Sewell and Hollenbeck to the Top Hat Savings Plan of up to 6 percent of their annual cash compensation that exceeds the maximum recognizable compensation under Section 401(a)(17) of the Internal Revenue Code, which for ~~2013~~2015 was ~~$255,000.~~$265,000.

For information about the amount of company matching contributions and specific information about the defined contribution plans, see the ~~2013~~2015 Nonqualified Deferred Compensation table and the discussion following, beginning on Page ~~53.~~61.

In 2008, the company transitioned away from providing associates with a defined benefit pension plan, instead choosing to assist associates to build savings for retirement by providing a company match of associate contributions to a tax-qualified 401(k) plan. This change was primarily in response to requests from associates who wanted control over their retirement benefit accounts. Participation in the defined benefit pension plan terminated for associates under the age of 40, and they transitioned to the new tax-qualified 401(k) plan with a company matching contribution. None of the named executive officers were under age 40 at the time of the transition. Associates age 40 and over as of August 31, 2008, were given a one-time election to remain in the defined benefit pension plan or to leave the plan and participate in the 401(k) plan with a company match. Those associates leaving the pension plan received distributions of their accumulated pension benefit from the defined benefit plan that they could choose to receive in cash, roll over to the company’s 401(k) plan or roll over to an Individual Retirement Account. Mr. Hollenbeck elected to leave the defined benefit plan in connection with the 2008 transition. Messrs. Johnston and Sewell, hired after entry to the pension plan was closed, also participate in the 401(k) plan with the company match. ~~All other named executive officers~~Messrs. Scherer and Stoneburner elected to remain in the pension plan.

Perquisites and other personal benefits are intended to support our corporate objectives or the performance of an individual’s responsibilities. Perquisites and personal benefits are offered to the named executive officers on the same basis as to other company officers and may include personal umbrella liability insurance coverage, life insurance, executive tax services, use of a company car, safe driver award, executive health exams, club dues and limited spouse travel and meals associated with certain business functions. The ~~committee~~Committee believes that the level of perquisites and personal benefits we offer our officers is de minimis, totaling no more than ~~$16,669~~$12,629 for any named executive officer in ~~2013.~~2015.

The ~~committee~~Committee evaluates and sets compensation for the named executive officers annually. In doing so, it considers:

The ~~committee~~Committee meets in February each year to set base annual salaries, grant stock-based and incentive cash compensation awards and consider the payment of any performance-based compensation earned upon satisfaction of performance goals established in prior years’ award grants. The ~~committee~~Committee also may meet during the year to set or adjust compensation appropriately if management changes or new executive officers join the company.

The ~~committee~~Committee is responsible for overseeing the risk associated with the company’s compensation program. The company’s compensation plans and executive compensation program are designed with features intended to mitigate risk without diminishing the incentive nature of the compensation. We believe our compensation plans and programs encourage and reward prudent business judgment and appropriate risk taking, and do not create risks that are reasonably likely to have a material adverse impact on the company.

In ~~2013,~~2015, the ~~committee~~Committee considered the annual compensation risk assessment conducted by the chief risk officer. For the executive compensation program, the risk assessment identified the component parts of the program and the information and process used by the committee to set the level of compensation for each. Independence and qualifications of committee members and rigor of the committee’s oversight and administration of the executive compensation program also were examined.

The table below summarizes the risk mitigation factors identified in the ~~2013~~2015 compensation risk assessment.

We believe that it is important to link performance-based compensation to company performance compared with peers. Accordingly, the performance targets for our annual incentive compensation and PSUs are relative targets compared with our peer group. We also believe that linking the level of performance-based awards to a percentage of base annual salary that is paid out according to a predetermined formula based upon achievement of performance goals for all of our executive officers unites the personal financial interests of the executive team, focusing its attention on achievement of performance goals designed to increase shareholder value over the long term.

We do not ~~believe that benchmarking our executive compensation to an arbitrary level of compensation of our~~use the peer group ~~adds value for shareholders. The compensation paid~~ to ~~our named~~benchmark executive ~~officers as a group is low compared with~~compensation. We use the peer ~~group.~~group to compare our performance to those companies against whom we compete each day, irrespective of the size of any peer company. As reported by Equilar, total direct compensation of ~~$7,716,063~~$26,990,615 paid to our named executive officers as a group in ~~2012,~~2014, the last year for which peer data is available, was approximately 4050 percent of the average total compensation of ~~$19,511,751~~$53,181,623 paid by companies in the peer group to their named executive officers as a group in the same year. We believe that increasing compensation for our named executive officers to achieve a benchmark at or above the median of our peers would serve only to increase compensation expense without a corresponding benefit to shareholders that we cannot otherwise achieve with our current structure and approach to executive compensation. Our approach is to consider competitive compensation practices and relevant factors to influence appropriate changes to our executive compensation structure and levels over time. This approach provides us with flexibility in maintaining and enhancing our executive officers’ focus, motivation and enthusiasm for our future while controlling overall compensation expense. We believe our levels of compensation are competitively reasonable and appropriate for our business needs and circumstances.

For similar reasons, we do not benchmark compensation of individual named executive officers with executives carrying similar titles across a peer group. The ~~committee~~Committee reviews performance and compensation data of the peer group to gain a sense of whether we are providing generally competitive compensation for our named executive officers individually and as a group. Since 2012, our peer group has consisted of 10 publicly traded companies:

These 10 companies were selected because they generally market their products through the same types of independent insurance agencies that represent our company, and they provide both commercial lines and personal lines of insurance, as we do. We also included companies in the peer group that historically have followed an equity investment strategy similar to ours, or that offer life insurance products or surplus lines coverages.

Comparative performance and compensation data reviewed by the ~~committee~~Committee suggests that the company’s executive compensation is not excessive as compared with performance and compensation levels of the peer group. The following table ranks the company and the 10 companies in the peer group according to market capitalization at December 31, ~~2013,~~2015, and ranks ~~one- and~~three-year value creation ratio, three-year total shareholder returns as of December 31, ~~2013,~~2015, as reported by Bloomberg LP, and compensation data compiled by Equilar from our peers’ ~~2013~~2015 proxy statements, the most recent year for which such data is available.

The ~~committee~~Committee does not employ compensation consultants for recommendations concerning executive compensation. Our executive compensation levels are low compared with peers in line with our tradition of keeping overall expenses low. Our compensation programs are not complex and, because we do not benchmark compensation to peers, the ~~committee~~Committee does not believe it requires the services of a compensation consultant to assist with either administration of current plans or the determination of appropriate levels of compensation. The ~~committee~~Committee will continue to monitor our compensation structure to ensure that the compensation it wishes to deliver to the executive team is delivered as appropriate, toconsidering overall company and individual performance. The ~~committee~~Committee does review and consider peer group performance and compensation data collected from the Equilar service and publicly available proxy statements and Form 10-K filings.

Section 162(m) limits to $1 million per year the federal income tax deduction to public corporations for compensation paid in any fiscal year to any individual who is identified as a named executive officer as of the end of the fiscal year in accordance with the Exchange Act. This limitation does not apply to qualifying “performance-based ~~compensation.”~~compensation”. The ~~committee~~Committee intends for our annual incentive compensation awards and PSUs (which permit the ~~committee~~Committee to exercise negative

discretion to reduce or eliminate payment of awards) to qualify for the performance-based compensation exception to the $1 million limitation. In addition, stock options are considered performance-based compensation that can qualify for the exception.

The ~~committee~~Committee believes that our shareholders are best served by not restricting its discretion and flexibility in making compensation decisions about performance-based and nonperformance-based compensation, although some of these decisions may from time to time result in certain nondeductible compensation expenses. Accordingly, the ~~committee~~Committee may from time to time approve compensation for certain named executive officers that is not fully deductible and reserves the right to do so in the future, in appropriate circumstances.

In ~~2013,~~2015, nonperformance-based compensation for each of the named executive officers fell below the $1 million Section 162(m) cap and is believed to be fully deductible.

The ~~committee~~Committee generally does not favor the payment of tax gross-ups. Except in limited circumstances, such as a retirement gift of nominal value or relocation assistance on the same basis offered to all retiring or relocating associates, the ~~committee~~Committee has not authorized payment of tax gross-ups to executive officers.

Employment Agreements, Change in Control Provisions and
Post-Retirement Benefits

We do not have employment agreements with any of our named executive officers that specify a term of employment or guarantee minimum levels of bonuses or stock-based awards. All of our named executive officers are at-will employees. Our long-standing corporate perspective has been that employment contracts do not provide the company with any significant advantage. We believe our corporate culture, current compensation practices and levels of stock ownership by our executive officers have resulted in stability in our current ~~17-member~~15-member group of executive officers, who average ~~almost~~ 26 years with the company.

In 2011, in connection with hiring Mr. Sewell as our ~~new~~ chief financial officer, the ~~committee~~Committee authorized a deferred compensation agreement between the company and Mr. ~~Sewell. The purpose of the deferred compensation agreement was~~Sewell designed to ~~encourage Mr. Sewell’s acceptance of the position by providing deferred compensation in an amount that would~~ approximate the value of retirement benefits that ~~Mr. Sewell~~he would forego at his former employer. ~~Under the terms of the deferred compensation agreement, upon attainment of age 58,~~ Mr. Sewell ~~may begin to receive payments equivalent to $4,500 per month or $54,000 annually for his lifetime.~~is fully vested in amounts payable under the agreement. No amounts are payable under the agreement until Mr. Sewell may alternatively elect to receive this benefit as a single life benefit for a 10-year period certain, a joint and 100 percent survivor benefit or a joint and 50 percent survivor benefit. Mr. Sewell became vested in the benefits afforded by this agreement in 2013 when he satisfied the two vesting conditions contained in the agreement; specifically that he remain employed by the company until he reachedreaches the age of ~~50.~~58.

Change in control provisions are included ~~only~~ in our 2012 and 2006 Stock Compensation Plans and our 2009 Annual Incentive ~~Compensation~~ Plan, ~~of 2009,~~ and those provisions apply to all associates receiving awards under the ~~plan,~~plans, not just to executive officers. The change in control provisions in these plans contain a “double ~~trigger,”~~trigger”, which requires both a change in control event, as defined in the ~~plan,~~plans, and termination of the associate’s employment due to the change in control within a specified time period. The double trigger ensures that we will become obligated to accelerate vesting of prior awards only if the associate is actually or constructively discharged because of the change in control event.

We occasionally provide post-retirement benefits to long-tenured, executive-officer-level associates who ~~remain part-time employees of~~provide services to the company after retirement from their executive positions. These post-retirement benefits are intended to compensate the associate for ongoing services associated with maintaining continuity of relationships and providing guidance to their successors and other associates. In ~~2013, no such compensation was~~2015, we paid $34,036 for executive communication consulting services to ~~any associate who had previously~~a retired ~~from an~~ executive ~~position.~~officer.

In 2013: for Mr. Stecher, an increase of $225,132 for Retirement Plan and an increase of $549,551 for SERP and for Mr. Scherer, an increase of $129,381 for Retirement Plan and an increase of $447,196 for SERP. In addition to one year of service credit under the Retirement Plan and the SERP for Messrs. Stecher and Scherer, increases in plan balances are primarily due to a reduction in the applicable interest rate used to actuarially calculate the accumulated benefit in each plan to 0.75 percent from 1.25 percent.

In 2012: for Mr. Stecher, an increase of $272,891 for Retirement Plan and an increase of $1,183,858 for SERP and for Mr. Scherer, an increase of $162,240 for Retirement Plan and an increase of $451,071 for SERP. In addition to one year of service credit under the Retirement Plan and the SERP for Messrs. Stecher, and Scherer, increases in plan balances are primarily due to a reduction in the applicable interest rate used to actuarially calculate the accumulated benefit in each plan to 1.25 percent from 2.25 percent.

In 2011: for Mr. Stecher, an increase of $112,481 for Retirement Plan and an increase of $375,133 for SERP and for Mr. Scherer, an increase of $86,351 for Retirement Plan and an increase of $297,536 for SERP. In addition to one year of service credit under the Retirement Plan and the SERP for Messrs. Stecher and Scherer, increases in plan balances are primarily due to a reduction in the applicable interest rate used to actuarially calculate the accumulated benefit in each plan to 2.25 percent from 2.5 percent.

For Mr. Scherer, includes perquisites in the amount of $16,669, which amount includes the incremental additional cost of $3,965 for spouse travel and meals for business events to which spouses are invited, club dues of $5,745, personal use of a company car valued at $4,412, premiums of $1,861 paid for a personal umbrella liability insurance policy, a safe driver award and a Sky Club membership.

For Mr. Sewell, includes perquisites in the amount of $10,216, which amount includes the incremental additional cost of $3,871 for spouse travel and meals for business events to which spouses are invited, personal use of a company car valued at $1,810, premiums of $1,694 paid for a personal umbrella liability insurance policy, $2,594 for executive tax services, a safe driver award and an executive health exam.

For Mr. Hollenbeck, includes perquisites in the amount of $10,096, which amount includes the incremental additional cost of $4,058 for spouse travel and meals for business events to which spouses are invited, personal use of a company car valued at $3,579, premiums of $1,464 paid for a personal umbrella liability insurance policy, and a safe driver award.

For Mr. Stecher, includes perquisites in the amount of $12,576, which amount includes the incremental additional cost of $3,844 for spouse travel and meals for business events to which spouses are invited, personal use of a company car valued at $3,194, premiums of $1,292 paid for a personal umbrella liability policy, $2,500 club dues, a safe driver award, an executive health exam, an iPad and a Sky Club membership.

*** Holiday Stock Plan. See Long-Term Stock-Based Compensation, Page 36, for information about awards of shares under the Holiday Stock Plan.

Total compensation for ~~2013~~2015 shown in the Summary Compensation Table, excluding attributions of compensation related to retirement plans, generally ~~increased~~decreased from ~~2012~~2014 levels because of ~~higher base annual salaries effective in the first quarter, higher grant date fair value per share for stock-based compensation and~~ achievement of ~~maximum award payouts for both~~threshold payments of annual incentive compensation ~~and performance based restricted stock units with performance periods ending December 31, 2013.~~awards, rather than target payouts of annual compensation received for 2014.

Total compensation for ~~2012~~2014 shown in the Summary Compensation Table, excluding attributions of compensation related to retirement plans, generally ~~increased~~decreased from ~~2011~~2013 levels because of ~~compensation earned for the full year of 2012 at the full base annual salary established upon 2011 promotions for Messrs. Johnston and Scherer, and upon the hiring of Mr. Sewell. Higher~~a lower grant date fair value per share for stock-based compensation ~~also contributed to the increase, particularly as new allocations~~and achievement of stock awards to one-half PSUs and one-half nonqualified stock options, compared with the 2011 allocation of one-third PSUs and two-thirds nonqualified stock options, increased the overall value of such grants.

~~Total compensation for 2011 shown in the Summary Compensation Table, excluding attributions of compensation related to retirement plans, increased from 2010 levels because of payout~~target payouts of annual incentive compensation awards, ~~at the target level, and the addition~~rather than maximum payouts of ~~Mr. Johnston to the higher Chairman/CEO award tier, which increased his target level for both~~ annual incentive compensation and stock-based compensation granted in 2011. Mr. Johnston was promoted to president and chief executive officer effective May 2, 2011. Nonincentive cash compensation, which in 2011 and 2010 consisted only of salary and in 2009 consisted of salary and discretionary bonus, decreasedreceived for ~~the named executive officers as a group, as base annual salaries were adjusted upward for~~

~~Messrs. Johnston and Scherer and downward for Mr. Stecher in connection with the May 2011 management changes.~~2013.

Amounts shown in the Salary column do not exactly match the base annual salaries set by the ~~committee~~Committee for the year because of the timing of adjustments to base annual salary made in the respective years. The history of changes to base annual salaries for the named executive officers for the reported years is set forth below:

In February 2015, the Committee adjusted base salaries to $945,540 for Mr. Johnston; to $866,745 for Mr. Scherer; to $772,191 for Mr. Sewell; to $636,525 for Mr. Hollenbeck and to $636,525 for Mr. Stoneburner.

In February 2014, the Committee adjusted base annual salaries to $927,000 for Mr. Johnston; to $849,750 for Mr. Scherer; to $757,050 for Mr. Sewell; to $621,000 for Mr. Hollenbeck and to $621,000 for Mr. Stoneburner.

In February 2013, the ~~committee~~Committee adjusted base annual salaries to $900,000 for Mr. Johnston; to $825,000 for Mr. Scherer; to $735,000 for Mr. Sewell; to $600,000 for Mr. Hollenbeck and ~~$525,000~~to $600,000 for Mr. ~~Stecher.~~

In February 2012, the committee set base annual salaries at levels unchanged from 2011 at $800,000 for Mr. Johnston; $750,000 for Mr. Scherer; $700,000 for Mr. Sewell; $500,000 for Mr. Stecher except for Mr. Hollenbeck, whose base annual salary was increased to $565,000 to better reflect the importance of the role of chief investment officer to the company’s business strategy and to recognize his strong individual performance in the prior year.

Effective May 2, 2011, in connection with changes in position and responsibility, the committee adjusted base annual salaries to $500,000 for Mr. Stecher; $800,000 for Mr. Johnston and $750,000 for Mr. Scherer. Effective on his date of hire on May 31, 2011, the committee set base annual salary at $700,000 for Mr. Sewell.

In February 2011, the committee set base annual salaries for the named executive officers at levels unchanged from 2010 at $963,863 for Mr. Stecher; $627,590 for Mr. Johnston; $701,602 for Mr. Scherer. Mr. Hollenbeck was not a named executive officer in February 2011. Mr. Sewell did not join the company until May 2011.Stoneburner.

Amounts shown in the Change in Pension Value and Nonqualified Deferred Compensation Earnings column of the Summary Compensation Table represent the annual incremental changes in the present values of benefits under the company’s defined benefit and SERP ~~plans and changes~~plans. Changes in the balances of the Top Hat accounts of named executive officers due to their contributions and investment performance during the ~~year. See~~year are included in the All Other Compensation column of the Summary Compensation Table. For information about these plans, see Retirement Benefits, Page ~~41.~~50.

~~Vesting is accelerated and stock options are exercisable immediately upon retirement for Mr. Stecher due to attainment of normal retirement age or 35 years of continuous service.~~

Tax-qualified defined benefit pension ~~plan.~~plan. The Cincinnati Financial Corporation Retirement Plan (Retirement Plan) is a tax-qualified defined benefit pension plan available to all full-time associates ages 40 and over on August 31, 2008, who elected to remain in the plan effective September 1, 2008. Members who were actively employed by the company on June 30, 2008, became fully vested in their accrued benefit. The Retirement Plan is closed to new members. Members of the Retirement Plan earn one year of service for each calendar year in which they work at least 1,000 hours. Members also earn service for time that they are paid, or entitled to be paid, but do not actually work. These times include vacation, holidays, illness, ~~and~~ military duty and some periods of disability. Generally, the maximum amount of service that may be earned under the Retirement Plan is 40 years. The only exception is that 50 years of service may be earned by members who were employees of our former subsidiary, Inter-Ocean Insurance Company on or before February 23, 1973. ~~Mr. Stecher was an employee of Inter-Ocean Insurance Company on that date and can earn up to 50 years of service credit.~~ There are no deductions for Social Security or other offset amounts.

The Retirement Plan defines earnings for any given plan year as the base rate of salary in effect on the last day of the plan year, subject to the maximum recognizable compensation under Section 401(a)(17) of the Internal Revenue Code. Bonuses, stock-based awards and other forms of compensation do not contribute to earnings under the Retirement Plan.

Normal retirement age as defined in the Retirement Plan is age 65. The normal retirement pension is computed as a single life annuity. The normal monthly benefit payment is the greatest of the following three calculated amounts:

The third calculated amount applies only to employees originally hired by our former subsidiary, Inter-Ocean Insurance Company, and is calculated as 1.0 percent of the member’s final average earnings multiplied by years of service not in excess of 50 years. ~~Mr. Stecher is the only named executive officer eligible for this calculation.~~

The normal form of benefit payment under the terms of the Retirement Plan is a single life annuity for unmarried members and a joint and 50 percent survivor annuity for married members. The plan permits members to elect to receive payment of benefits in the following forms:

Alternative forms of benefit payment are offered to provide plan members some flexibility in retirement income and estate planning by giving them the option of electing monthly benefits with or without a survivor’s benefit. Generally, the single life annuity alternative provides the largest monthly

benefit but does not provide a survivor’s benefit. All other payment forms are the actuarial equivalent of a single life annuity. Alternatives other than the single life annuity provide slightly lower monthly benefits to the plan member, depending on such factors as presence of survivor’s benefit, the member’s age and any contingent annuitant’s age. The lump sum payment permits plan members to roll the present value of their benefit into an Individual Retirement Account and defer income taxes until the member withdraws funds from that account.

Supplemental retirement plan. The second retirement plan in which some named executive officers participate is ~~The~~the Cincinnati Financial Corporation Supplemental Retirement Plan (SERP). The SERP is unfunded and subject to forfeiture in the event of bankruptcy.

The SERP is a nontax-qualified defined benefit plan maintained by the company to pay eligible associates the difference between the amount payable under the tax-qualified defined benefit plan and the amount they would have received without the tax-qualified plan’s limit due to Section 401(a)(17) and Section 415 of the Internal Revenue Code. Accordingly, the SERP definitions for service, normal retirement age and annual earnings are the same as those for the Retirement Plan except the SERP’s definition of annual earnings is not limited.

~~All of the named executive officers who participate in the SERP were members of the SERP on or before January 1, 2006.~~ The normal retirement benefit under the SERP for the participating named executive officers will be equal to the excess of the member’s monthly benefit under the Retirement Plan as of the member’s retirement date, without regard to the limit on earnings under Section 401(a)(17) of the Internal Revenue Code and without regard to any limit on benefits under Section 415 of the Internal Revenue Code. The pension benefit under the SERP is payable only in the form of a single lump sum.

Both retirement plans permit early retirement, ~~between age 60 and age 65,~~ provided the member has at least five years of service. Benefits for early retirement are calculated by adjusting for life expectancy and reducing the benefit payable at age 65 by 0.5 percent per month for each month prior to age 65 that the member elects to begin receiving pension benefits. For example, a member who elects to retire at age 60 would receive 70 percent (60 months X 0.5 percent = 30 percent reduction) of the life-expectancy adjusted benefit payable at age 65.

Actuarial work related to both the Retirement Plan and SERP is performed by Willis Towers Watson, which provides human resource strategy, design and management; actuarial and management consulting to the financial services industry; and reinsurance intermediary services. The ~~committee~~Committee engaged Willis Towers Watson to provide actuarial and consultative services related to the design of the company’s retirement and employee benefit plans.

Defined contribution plans. The company sponsors a tax-qualified 401(k) savings plan for all associates as well as the Cincinnati Financial Corporation Top Hat Savings Plan, a deferred compensation plan for a select group of management or certain highly compensated associates. ~~Fifth Third Bank, a subsidiary of Fifth Third Bancorp, was~~Fidelity Management Trust Company is the third-party administrator of the company’s defined contribution ~~plans, as of December 31, 2012. Beginning in 2013, administration of the plans transitioned to Fidelity Management Trust Company.~~plans. The company made no cash contributions to the 401(k) or Top Hat plans until September 2008. In connection with Retirement Plan changes effective September 1, 2008, the company began to match contributions to the 401(k) plan made by associates who are not members of the Retirement Plan, up to a maximum of 6 percent of the associate’s annual cash compensation (salary and annual incentive compensation award). Participants in the Top Hat Savings Plan do not receive a matching contribution from the company unless their compensation level exceeds the maximum recognizable compensation under Section 401(a)(17) of the Internal Revenue Code, which for ~~2013~~2015 was ~~$255,000.~~$265,000. Contributions made by associates immediately vest, while company matching contributions vest after three years of service. Messrs. Johnston, Sewell and Hollenbeck participate in these defined contribution plans and receive company matches of contributions made in each up to the 6 percent maximum. Messrs. Scherer and Stoneburner also participate in these plans, but they do not receive the company match because they are participants in the defined benefit Retirement Plan and SERP.

Compensation payable to the named executive officers may be deferred pursuant to the Top Hat Savings Plan. Under the Top Hat Savings Plan, highly compensated individuals as defined by the plan, including the named executive officers, may elect to defer a percentage of salary, any discretionary bonus and any annual incentive compensation, less the required withholdings. Deferral elections are made before the plan year for which compensation is to be deferred and are effective for the entire year. These elections generally may not be modified or terminated for that year. Compensation deferred by the named executive officer is credited to the individual’s deferred compensation account maintained by the company.

Beginning in 2008, in connection with the company’s redesign of our retirement benefit plans, we amended the Top Hat Savings Plan to eliminate the prior cap on the amount of salary that may be deferred and to permit company matching contributions for certain officers who have contributed to and received the maximum company match allowable in their 401(k) accounts, yet due to tax law limitations, are unable to receive a matching contribution for the compensation that exceeds the limit imposed on ~~tax qualified~~tax-qualified 401(k) plans. We do not otherwise contribute to or match contributions to this plan. Participants are prohibited from borrowing or pledging amounts credited to their accounts. Under the defined contribution plans, individuals choose one or more of several specified investment alternatives, including an alternative for Cincinnati Financial Corporation common stock. Earnings credited to the participant’s account are calculated based on the performance of the applicable investment choice(s) selected by the participant. We do not guarantee any level of return on contributions to the Top Hat Savings Plan.

Distributions from the Top Hat Savings Plan are made as soon as legally and administratively feasible after retirement, other separation from service or death, or pursuant to a qualified domestic relations order. Distributions to the named executive officers due to retirement or other separation of service are not permitted until the earlier of 180 days after employment terminates or death. Other than distributions pursuant to qualified domestic relations orders, distributions are made in the form of either a single lump-sum payment or monthly installments of not less than 12 months or more than 120 months, depending upon the participant’s prior election. To the extent that a participant chooses to have earnings credited based on the Cincinnati Financial Corporation common stock election, the participant may choose to receive any benefit payments in the form of stock. All other distributions are made in cash.

We do not have employment contracts or severance plans applicable to any of our named executive officers. Assuming a termination of employment on December 31, ~~2013,~~2015, amounts the named executive officer would receive are governed by the terms of our qualified and nonqualified defined benefit and ~~deferred compensation~~defined contribution plans, the 2006 and 2012 Stock Compensation ~~Plan and earlier plans~~Plans and the 2009 Annual Incentive Compensation Plan. Generally, upon termination of employment for any reason, the named executive officer would be entitled to receive the balance of the Top Hat Savings Plan account disclosed in the Aggregated Balance at ~~2013~~2015 Year-End column of the ~~2013~~2015 Nonqualified Deferred Compensation Plan table. Additionally, individual named executive officers would be entitled to receive the amounts set forth in the table below, depending on age and the nature of the ~~termination as set forth in the following table:~~termination.

In ~~2013,~~2015, nonemployee directors were compensated for their board service as follows:

The ~~committee~~Committee grants the stock awards for each director’s prior year’s board service under the 2009 Stock Plan at its first scheduled meeting each calendar year. See Stock-Based Award Grant Practices, Page ~~41.~~49. Amounts shown in the Stock Awards column reflect grants awarded under the 2009 Stock Plan at the ~~committee’s~~Committee’s meeting on January ~~30, 2014,~~28, 2016, for board service in ~~2013.~~2015.

The company also provides outside directors with life insurance, personal umbrella liability insurance and spouse travel and meals for certain business events. See Perquisites and Other Personal Benefits, Page ~~42,~~51, for details about these benefits. Amounts contained in the All Other Compensation column reflect the aggregate cost of these individual benefits.

The company does not provide outside directors with retirement benefits, benefits under health and welfare plans or compensation in any form not described above, nor does it have any agreement with any director to make charitable donations in the director’s name.

We have been notified that a shareholder intends to present the proposal set forth below for consideration at the Annual Meeting. The name, address and shareholding of the proponent will promptly be furnished by the company to any person upon the receipt of an oral or written request.

In accordance with federal securities regulations, we include the shareholder proposal plus any supporting statement exactly as submitted by the proponent. Therefore, the company takes no responsibility for the content of the proposal or supporting statement submitted by the proponent. To help readers easily distinguish between material provided by the proponent and material provided the company, we have boxed the material provided by the proponent.

We agree with the proponent that shareholders benefit from good corporate governance. While we appreciate and respect the proponent’s opinion that a majority voting standard in uncontested director elections gives shareholders a meaningful voice in director elections and holds directors accountable, we believe that these same important objectives are achieved by our current plurality voting standard for director elections combined with our director resignation policy.

As a practical matter, the proposed majority voting standard does not achieve a different result than our current plurality voting standard and director resignation policy. Under both voting standards, whether the director receiving less than a majority of votes cast is seated on the board ultimately is determined by the board. While there are technical legal distinctions between the two voting standards, because there is no practical difference in application, we do not believe the advantages, if any, of amending our Articles of Incorporation to embed the proposed majority voting standard outweighs the increased risk to the company.

Our shareholders already have a meaningful voice in the election of directors under the current plurality voting standard combined with a robust director resignation policy. All of our directors stand for election each year. Under plurality voting, the nominees for director receiving the highest number of "for" votes cast at the company's annual meeting are elected as directors to fill the number of open board seats. Since 2004, the board has also had a director resignation policy in place to address situations should a director receive less than a majority (less than 50 percent) of votes cast. Under the director resignation policy, even though the director is elected as a matter of law, any director receiving less than a majority of votes cast must promptly tender his or her resignation from the board. Under our current plurality voting standard and resignation policy, the board ultimately decides whether or not to accept the resignation of the director who is elected by less than a majority of votes cast.

The proposal seeks to require that directors must receive a majority (over 50 percent) of votes cast in order to be elected. Under the proposed majority voting standard, nominees who receive less than a majority of the votes cast are not elected by that vote. However, because a previously elected director serves until a successor is elected, it is possible that incumbent directors receiving less than a majority of the votes cast would nevertheless continue to serve as directors until the vacant seat is filled. Under the proposed majority voting standard, the board ultimately decides whether or not to

~~re-appoint the director who received less than a majority of votes cast “for” his or her election to fill the vacant seat.~~

The proponent suggests this proposal is necessary to make the directors more accountable to the shareholders. However, the proponent’s supporting statement contemplates that the company would maintain its current director resignation policy, reserving for the board the important post-election role of deciding whether a director who does not receive a majority of votes cast nevertheless remains on the board. Under the current director resignation policy, once a resignation is tendered, the board’s nominating committee considers the resignation offer and the circumstances that led to the majority withheld vote. The committee then recommends to the board whether or not to accept the resignation. This mechanism holds directors accountable and gives shareholders a meaningful voice while allowing the board to refuse to accept the director’s resignation when exceptional circumstances are present.

The proponent also suggests that adopting this proposal will enhance board performance. We certainly agree that strong corporate governance practices benefit shareholders, but we do not believe that this proposal will improve the company’s corporate governance or lead to better performance. We believe that adopting this proposal would not enhance our corporate governance practices and instead could distract our management and the board and use corporate resources at a time when they would be better spent advancing the company’s interests and creating shareholder value.

~~After careful consideration, the board recommends a vote AGAINST adoption of this shareholder proposal for the following reasons:~~

~~For all of the reasons above, the board of directors recommends a vote AGAINST the shareholder proposal.~~

Any qualified shareholder who wishes to present a proposal for action at the ~~2015~~2017 Annual Meeting of Shareholders must submit the proposal to Cincinnati Financial Corporation, Attn: Lisa A. Love, Corporate Secretary, P.O. Box 145496, Cincinnati, Ohio 45250-5496, on or before November ~~14, 2014,~~18, 2016, to be included in our proxy statement and proxy for the ~~2015~~2017 Annual Meeting of Shareholders. Any such proposal must conform to the rules and regulations of the SEC and otherwise be in accordance with other federal laws as well as the laws of the State of Ohio. If the date of the ~~2015~~2017 Annual Meeting of Shareholders is not within 30 days of April ~~26, 2015,~~30, 2017, the deadline will be a reasonable time before we begin to print and mail the proxy ~~material~~materials for the ~~2015~~2017 annual meeting. In addition, the proxy solicited by the board for the ~~2015~~2017 annual meeting will confer discretionary authority on the persons named in such proxy to vote on any shareholder proposal presented at that meeting if we receive notice of such proposal later than ~~January 28, 2015,~~February 1, 2017, without the matter having been discussed in such proxy.

Any qualified shareholder who wishes to present a proposal for action or for nomination of a candidate for election to our board of directors at the ~~2015~~2017 Annual Meeting of Shareholders (other than any proposal made pursuant to Rule 14a-8 under the Securities and Exchange Act of 1934) must deliver a notice of the proposal, in the form required by Section 6 of our Code of Regulations, to our corporate secretary on or before ~~February 25, 2015,~~March 1, 2017, but not before January ~~16, 2015,~~21, 2017, or the shareholder’s proposal will not be permitted to be brought before the ~~2015~~2017 Annual Meeting of Shareholders.

Proxies may be solicited by our directors, officers or other employees, either in person or by mail, telephone or email. The cost of soliciting proxies will be borne by the company. We have contracted with ~~Broadridge Financial Solutions Inc.~~Alliance Advisors LLC to provide Internet and telephone voting service for our direct shareholders of record. We ask banks, brokerage houses, other custodians, nominees and fiduciaries to forward copies of the proxy ~~material~~materials to beneficial owners of shares or to request authority for the execution of proxies; and we have agreed to reimburse reasonable out-of-pocket expenses incurred. We have retained the services of Alliance Advisors LLC, a proxy solicitation firm, to assist us in soliciting proxies for the ~~2014~~2016 Annual Meeting of Shareholders. The cost of such services is estimated at $12,500 plus out-of-pocket expenses.

Management does not know of any other matter or business that may be brought before the meeting; but if any other matter or business properly comes before the meeting, it is intended that a vote will be cast pursuant to the accompanying proxy in accordance with the judgment of the person or persons voting the same.

Definitions of Non-GAAP Information and Reconciliation to Comparable GAAP Measures

(See attached tables for ~~2013~~ reconciliations; prior-period reconciliations available atcinfin.com/investors.)

Cincinnati Financial Corporation prepares its public financial statements in conformity with accounting principles generally accepted in the United States of America (GAAP). Statutory data is prepared in accordance with statutory accounting rules as defined by the National Association of Insurance Commissioners’ (NAIC) Accounting Practices and Procedures Manual, and therefore is not reconciled to GAAP data.

Management uses certain non-GAAP and nonstatutory financial measures to evaluate its primary business areas – property casualty insurance, life insurance and investments. Management uses these measures when analyzing both GAAP and non-GAAP measures to improve its understanding of trends in the underlying business and to help avoid incorrect or misleading assumptions and conclusions about the success or failure of company strategies. Management adjustments to GAAP measures generally: apply to nonrecurring events that are unrelated to business performance and distort short-term results; involve values that fluctuate based on events outside of management’s control; or relate to accounting refinements that affect comparability between periods, creating a need to analyze data on the same basis.

For these reasons, many investors and shareholders consider operating income to be one of the more meaningful measures for evaluating insurance company performance. Equity analysts who report on the insurance industry and the company generally focus on this metric in their analyses. The company presents operating income so that all investors have what management believes to be a useful supplement to GAAP information.

of the policy. Management analyzes trends in written premium to assess business efforts. Earned premium, used in both statutory and GAAP accounting, is calculated ratably over the policy term. The difference between written and earned premium is unearned premium.

Dollar amounts shown are rounded to millions; certain amounts may not add due to rounding. Ratios are calculated based on dollar amounts in thousands.

*Consolidated property casualty data includes results from our Cincinnati Re operations.

Contact Information You may direct communications to Cincinnati Financial ~~Corporation’s secretary,~~Corporation's Senior Vice President, General Counsel and Corporate Secretary Lisa A. Love, ~~senior vice president and general counsel,~~Esq. for sharing with the appropriate individual(s). Or, you may directly access services:

~~Investors~~: Investors: Investor Relations responds to investor inquiries about the company and its performance.

Dennis E. McDaniel, CPA, CMA, CFM, CPCU –- Vice President, Investor Relations Officer

Shareholders:Shareholder Services ~~provides~~administers the company's stock ~~transfer services,~~compensation plans and fulfills requests for shareholder ~~materials and assists registered shareholders who wish to update account information or enroll in shareholder plans.~~

materials. Molly A. Grimm, CEP ~~FPC –~~- Assistant Vice President, Shareholder Services

American Stock Transfer & Trust Company LLC provides the company's stock transfer and recordkeeping services, including assisting registered shareholders with updating account information or enrolling in shareholder plans. 6201 15th Avenue, Brooklyn, NY 11219 866-638-6443 or info@amstock.com Media:Corporate Communications assists media representatives seeking information or comment from the company or its subsidiaries.

~~Joan O. Shevchik,~~ Betsy E. Ertel, CPCU, ~~CLU – Senior~~AIM, API - Vice President, Corporate Communications

Email: cfc_corporate@cinfin.com Cincinnati, Ohio 45250-5496 Fairfield, Ohio 45014-5141

Proxy Summary		3

~~2014~~2016 Annual Meeting of Shareholders		3

Voting Matters and Board Recommendations		3

~~2013 Business~~2015 Governance Highlights		3

~~2013 Governance Highlights~~	Director Nominees	4

~~Director Nominees~~	2015 Business Highlights	5

~~2013~~2015 Executive Compensation Highlights		6

Important Dates for the ~~2015~~2016 Annual Meeting of Shareholders		7

Frequently Asked Questions		78

Security Ownership of Principal Shareholders and Management		910

Section 16(A) Beneficial Ownership Reporting Compliance		11

Information About the Board of Directors		1112

Proposal 1 – Election of Directors		1112

Nominees for Director of Your Company		1112

Governance of Your Company		20

~~Certain Relationships and Transactions~~		22

~~Audit-Related Matters~~2015 Governance Highlights		2322

Governance Policies and Practices	22

Certain Relationships and Transactions	25

Proposal 2 – ~~Management’s~~ Approval of an Amendment to our Amended Articles of Incorporation to Implement a Majority Voting Standard in Uncontested Director Elections	27

Audit-Related Matters	29

Proposal ~~to Ratify Appointment~~3 –Ratifying the Selection of the Independent Registered Public Accounting Firm		2329

Report of the Audit Committee		2429

Fees Billed by the Independent Registered Public Accounting Firm		2530

Services Provided by the Independent Registered Public Accounting Firm		2530

Compensation of Named Executive Officers and Directors		2632

Proposal 34 – ~~Advisory Vote on~~Approval of Cincinnati Financial Corporation 2016 Stock Compensation ~~of Named Executive Officers~~Plan		2632

~~Proposal 4 – Re-Approval of Performance Goals~~Report of the ~~Annual Incentive~~ Compensation ~~Plan of 2009~~Committee		2839

~~Report of the Compensation Committee~~		30

Compensation Committee Interlocks and Insider Participation		3039

Compensation Discussion and Analysis		3039

~~Other Proposals~~Conclusion		5766

~~Proposal 5 –~~ Shareholder ~~Proposal Requesting Majority Voting~~Proposals for Next Year		5766

~~Conclusion~~Cost of Solicitation		6066

~~Shareholder Proposals for Next Year~~Other Business		6066

~~Cost of Solicitation~~Appendix A		6067

~~Other Business~~Appendix B		60

~~Appendix A~~		61

~~Definitions of Non-GAAP Information and Reconciliation to Comparable GAAP Measures~~		6170

Date and Time:		April ~~26, 2014,~~30, 2016, 9:30 a.m. ~~EDT~~ET

Place:		Cincinnati Art Museum, 953 Eden Park Drive, Cincinnati, Ohio 45202

Record Date:	February 29, 2016
	~~February 28, 2014~~
Meeting Webcast:		cinfin.com/investors

	Our Board’s Recommendation
Election of Directors (Page ~~11 )~~12)	FOR Each Director Nominee
Adopt Majority Voting Standard for Uncontested Director Elections (Page 27)	FOR
Ratification of Auditors (Page ~~23)~~29)	FOR
Approve Cincinnati Financial Corporation 2016 Stock Compensation Plan (Page 32)	FOR
Advisory Vote to Approve Executive Compensation (Page ~~26)~~38)	FOR
~~Re-Approving Performance Objectives for Incentive Compensation Plan (Page 28)~~	~~FOR~~
~~Shareholder Proposal Requesting Majority Voting (Page 57)~~	~~AGAINST~~

Name	Age	Primary Occupation	Committee Memberships	Other Public Company Boards

William F. Bahl*^#	62	Chairman, Bahl & Gaynor Investment Counsel Inc.	A, C, E, I, N (Chair)	1

Gregory T. Bier*	67	Managing Partner (Retired), Deloitte & Touche LLP	A, C, I	1

Linda W. Clement-Holmes*	51	Senior Vice President, The Procter & Gamble Company	A	0

Dirk J. Debbink*	58	Chairman and Chief Executive Officer, MSI General Corporation	A	0

Steven J. Johnston	54	President and Chief Executive Officer, Cincinnati Financial Corporation	E, I	0

Kenneth C. Lichtendahl*	65	Director of Development and Sales, Heliosphere Designs LLC	A (Chair), N	0

W. Rodney McMullen*	53	Chief Executive Officer, The Kroger Co.	C (Chair), E, I	1

David P. Osborn*	53	President, Osborn Rohs Williams & Donohoe LLC	A, I	0

Gretchen W. Price*	59	Executive Vice President, Chief Financial and Administrative Officer, Arbonne International LLC	A, C, N	1

John J. Schiff, Jr.	70	Chairman of the Executive Committee, Cincinnati Financial Corporation	E (Chair), I	2

Thomas R. Schiff	66	Chairman and Chief Executive Officer, John J. & Thomas R. Schiff & Co. Inc.	I	0

Douglas S. Skidmore*	51	Chief Executive Officer, Skidmore Sales & Distributing Company Inc.	A, N	0

Kenneth W. Stecher	67	Chairman of the Board, Cincinnati Financial Corporation	E, I (Chair)	0

John F. Steele, Jr.*	60	Chairman and Chief Executive Officer, Hilltop Basic Resources Inc.	A, E	0

Larry R. Webb	58	President, Webb Insurance Agency Inc.	E	0

Name	Age	Primary Occupation	Independent	Committee	Other
				Memberships	Public
					Company
					Boards
William F. Bahl*	64	Chairman, Bahl & Gaynor Investment Counsel Inc.	√	A, C, E, I, N (Chair)	0
Gregory T. Bier	69	Managing Partner (Retired), Deloitte LLP	√	A, C, I	1
Linda W. Clement-Holmes	53	Chief Information Officer, The Procter & Gamble Company	√	A, N	0
Dirk J. Debbink	60	Chairman and Chief Executive Officer, MSI General Corporation	√	A, C	0
Steven J. Johnston	56	President and Chief Executive Officer, Cincinnati Financial Corporation		E (Chair), I	0
Kenneth C. Lichtendahl	67	Director of Development and Sales, Heliosphere Designs LLC	√	A, N	0
W. Rodney McMullen	55	Chairman and Chief Executive Officer, The Kroger Co.	√	C (Chair), E, I	2
David P. Osborn	55	President, Osborn Rohs Williams & Donohoe LLC	√	A, I	0
Gretchen W. Price	61	Executive Vice President, Chief Financial and Administrative Officer, Arbonne International LLC	√	A (Chair), C, N	0
John J. Schiff, Jr.	72	Former Chairman and Chief Executive Officer, Cincinnati Financial Corporation		I	0
Thomas R. Schiff	68	Chairman and Chief Executive Officer, John J. & Thomas R. Schiff & Co. Inc.		I	0
Douglas S. Skidmore	53	Chief Executive Officer, Skidmore Sales & Distributing Company Inc.	√	A, N	0
Kenneth W. Stecher	69	Chairman of the Board, Cincinnati Financial Corporation		E, I (Chair)	0
John F. Steele, Jr.	62	Chairman and Chief Executive Officer, Hilltop Basic Resources Inc.	√	A, E	0
Larry R. Webb	60	President, Webb Insurance Agency Inc.		E, I	0

Name and Principal Position	Salary	Bonus	Stock	Option	Nonequity	Change in	All Other	Total
	($)	($)	Awards	Awards	Incentive	Pension Value	Compensation	Compensation
			($)	($)	Plan	and Nonqualified	($)	($)
					Compen-	Deferred
					sation	Compensation
					($)	Earnings
						($)

Steven J. Johnston	941,975	-	665,213	151,834	283,662	-	121,300	2,163,984
Chief Executive Officer & President

Jacob F. Scherer, Jr.	863,477	-	410,863	90,465	169,015	721,831	13,842	2,269,493
Chief Insurance Officer

Michael J. Sewell	769,279	-	365,735	80,599	150,577	-	86,508	1,452,698
Chief Financial Officer

Martin F. Hollenbeck	633,539	-	301,914	66,437	124,122	-	71,004	1,197,016
Chief Investment Officer

Charles P. Stoneburner II	633,539	-	301,914	66,437	124,122	607,422	9,175	1,742,609
Senior Vice President

Name and Principal Position	Salary ($)		Bonus ($)		Stock Awards ($)		Option Awards ($)		Non-Equity Incentive Plan Compen- sation ($)		Change in Pension Value and Nonqualified Deferred Compensation Earnings ($)		All Other Compensation ($)		Total Compensation ($)
Steven J. Johnston Chief Executive Officer & President	$	884,615	$	-	$	586,858	$	126,852	$	1,800,000	$	-	$	103,632	$	3,501,957
Jacob F. Scherer, Jr. Chief Insurance Officer		813,462		-		403,799		87,210		1,072,500		576,577		17,882		2,971,429
Michael J. Sewell Chief Financial Officer		729,615		-		400,591		77,693		955,500		-		83,302		2,246,701
Martin F. Hollenbeck Chief Investment Officer		594,615		-		293,810		63,426		780,000		-		69,042		1,800,893
Kenneth W. Stecher Chairman of the Board		521,154		-		316,355		68,301		840,000		774,683		14,014		2,534,507

Title of Class	Name and Address of Beneficial Owner	Amount and Nature of Beneficial Ownership	Footnote Reference	Percent of Class

Common stock	The Vanguard Group Inc.	13,085,145	(1)	7.98
	100 Vanguard Blvd.
	Malvern, PA 19355

Common stock	BlackRock Inc.	12,190,350	(2)	7.40
	40 East 52nd Street
	New York, NY 10022

Common stock	John J. Schiff, Jr., CPCU*	[ ]	(3)(4)(5)(6)(7)	[ ]
	Cincinnati Financial Corporation
	6200 South Gilmore Road
	Fairfield, OH 45014

Common stock	State Street Corporation	10,375,229	(8)	6.30
	State Street Financial Center
	One Lincoln Street
	Boston, MA 02111

Common stock	Thomas R. Schiff*	[ ]	(2)(3)(7)(10)	[ ]
	Cincinnati Financial Corporation
	6200 South Gilmore Road
	Fairfield, OH 45014
	Fairfield, OH 45014
Common stock	First Eagle Investment Management LLC	8,528,358	(9)	5.20
	1345 Avenue of the Americas
	New York, NY 10105

Name of Beneficial Owner	Amount and Nature of Beneficial Ownership	Footnote Reference	Percent of Class

Other Directors and Named Executive Officers
William F. Bahl, CFA, CIC	223,970	(11)	0.14
Gregory T. Bier	19,570		0.01
Linda W. Clement-Holmes	5,637	(5)	0.00
Dirk J. Debbink	17,989		0.01
Martin F. Hollenbeck	56,050	(3)(4)(5)	0.03
Steven J. Johnston	145,652	(3)(4)	0.09
Kenneth C. Lichtendahl	31,452		0.02
W. Rodney McMullen	44,905		0.03
David P. Osborn	9,774		0.01
Gretchen W. Price	22,212		0.01
Jacob F. Scherer, Jr	188,674	(3)(5)	0.12
Michael J. Sewell	42,493	(3)(4)	0.03
Douglas S. Skidmore	31,915	(12)	0.02
Kenneth W. Stecher	236,064	(3)(5)	0.14
John F. Steele, Jr.	18,654		0.01
Larry R. Webb, CPCU	494,172	(13)	0.30
E. Anthony Woods	47,945		0.03

All directors and nondirector executive officers as a group (30 individuals)	16,030,923	(1)(2)(3)(4)(5)(9) (11)(12)(13)	9.80

	Year Ended December 31,				Year Ended December 31,
	2013		2012		2015	2014

Audit Fees	$ 2,269,000		$ 2,176,500		$2,413,000	$2,319,500
Audit-Related Fees		57,600		47,000	82,500	130,000
Tax Fees		84,480		208,304	276,816	131,295
Subtotal		2,411,080		2,431,804	2,772,316	2,580,795
All Other Fees		2,800		49,890	318,000	2,800
Deloitte & Touche LLP Total Fees	$ 2,413,880		$ 2,481,694		$3,090,316	$2,583,595

Name and Position	Dollar Value of	Number of Stock	Dollar Value of	Number of
	Stock Options	Options	Restricted Stock	Restricted Stock
	($)	(#)	Units at Target	Units at Target
			(Performance and	(Performance and
			Service Vesting)	Service Vesting)
			($)	(#)
Steven J. Johnston
Chief Executive Officer and President Cincinnati Financial Corporation	151,834	13,573	659,908	14,478
Jacob F. Scherer, Jr.
Chief Insurance Officer and Executive Vice President The Cincinnati Insurance Company	90,465	8,087	410,264	8,917
Michael J. Sewell
Chief Financial Officer, Senior Vice President and Treasurer Cincinnati Financial Corporation	80,599	7,205	365,496	7,944
Martin F. Hollenbeck
Chief Investment Officer and Senior Vice President Cincinnati Financial Corporation	66,437	5,939	301,316	6,549
Charles P. Stoneburner II
Senior Vice President The Cincinnati Insurance Company	66,437	5,939	301,316	6,549
Total Executive Group ⁽¹⁾	902,370	80,666	4,096,531	89,032
Nonexecutive Director Group	-	-	-	-
Nonexecutive Officer Employee Group ⁽²⁾	3,400,019	305,147	15,292,557	325,166

Name	Base Annual Salary		Tier Target Percentage of Base Annual Salary			2013 Performance Factor (Maximum)			Annual Incentive Compensation Awarded for 2013
Johnston	$	900,000		100	%		200	%	$	1,800,000
Scherer		825,000		65	%		200	%		1,072,000
Sewell		735,000		65	%		200	%		955,500
Hollenbeck		600,000		65	%		200	%		780,000
Stecher		525,000		80	%		200	%		840,000

Name	# Nonqualified Stock Options	# PSUs
Johnston	13,088	13,088
Scherer	8,998	8,998
Sewell	8,016	8,016
Hollenbeck	6,544	6,544
Stecher	7,047	7,047

Name	Performance Period	Target PSUs (#)	Achievement Level	PSUs Vested (#)	Value of PSUs Vested ($) (1)
Steven J. Johnston	2013-2015	13,088	Threshold	3,927	232,361
	2012-2014	13,472	Target	13,472	698,254
	2011-2013	6,443	Maximum	8,054	421,788
Jacob F. Scherer, Jr.	2013-2015	8,998	Threshold	2,700	159,759
	2012-2014	10,262	Target	10,262	531,879
	2011-2013	4,799	Maximum	5,999	314,167
Michael J. Sewell	2013-2015	8,016	Threshold	8,016	8,016
	2012-2014	9,578	Target	9,578	496,427
	2011-2013	5,011	Maximum	6,264	328,046
Martin F. Hollenbeck	2013-2015	6,544	Threshold	1,964	116,210
	2012-2014	7,731	Target	7,731	400,698
	2011-2013	3,311	Maximum	4,139	216,759
Charles P. Stoneburner II	2013-2015	6,544	Threshold	1,964	116,210
	2012-2014	7,526	Target	7,526	390,073
	2011-2013	3,349	Maximum	4,187	219,273

The Allstate Corporation	Selective Insurance Group Inc.
The Chubb Corporation	State Auto Financial Corporation
Hanover Insurance Group Inc.	The Travelers Companies Inc.
Hartford Financial Services Group Inc. ~~Markel Corporation~~	~~Selective Insurance Group Inc.~~ ~~State Auto Financial Corporation~~ ~~The Travelers Companies Inc.~~ United Fire Group Inc.
Markel Corporation	W.R. Berkley Corporation

	Rank	Market Capitalization	~~One-Year~~Three-Year ~~Total~~ ~~Shareholder~~ ~~Return~~Value Creation Ratio	Three-Year Total Shareholder Return	Total Direct Compensation (from ~~2013~~2015 Proxy Statements)
	1	Travelers	Markel	Hanover	Travelers
	2	Chubb	Cincinnati	Hartford	W.R. Berkley
	3	Allstate	Selective	Markel	Hartford
	4	Hartford	Chubb	United Fire	Allstate
	5	Markel	United Fire	Chubb	Chubb
	6	Cincinnati	Travelers
2Selective	~~Chubb~~Markel	~~Hanover~~	~~Allstate~~	~~Allstate~~
3	~~Allstate~~	~~State Auto~~	~~Travelers~~	~~Hartford~~
4	~~Hartford~~	~~Selective~~	~~Chubb~~7	W.R. Berkley
5	~~Cincinnati~~	~~Allstate~~	~~W.R. Berkley~~	~~Chubb~~
6	W.R. Berkley	Cincinnati	~~Selective~~Hanover	~~Cincinnati~~
7	~~Markel~~	~~United Fire~~	~~Markel~~	~~Hanover~~
8	Hanover	~~Markel~~	~~Hartford~~	~~Markel~~
9	~~Selective~~	~~Chubb~~	~~United Fire~~	~~Selective~~
10	State Auto	Travelers	~~Hanover~~Selective	~~State Auto~~
11	9	Selective	Hanover	Allstate	Cincinnati
	10	United Fire	~~W.R. Berkley~~Allstate	W.R.Berkley	State Auto
	11	State Auto	Hartford	State Auto	United Fire

Name and Principal Position	Year	Salary ($)		Bonus ($)		Stock Awards ($) (1) (3)		Option Awards ($) (2)		Non-Equity Incentive Plan Compen- sation ($)		Change in Pension Value and Nonqualified Deferred Compensation Earnings ($) (4)		All Other Compensation ($) (5)			Total Compensation ($)
Steven J. Johnston	2013	$	884,615	$	-	$	586,858	$	126,852	$	1,800,000	$	-		$103,632	(6)		$3,501,957
Chief Executive Officer	2012		800,000		-		470,193		95,277		640,000		-		63,446			2,068,916
and President	2011		743,635		-		223,299		89,724		640,001		-		57,828			1,754,487
Cincinnati Financial Corporation

Jacob F. Scherer, Jr.	2013		813,462		-		403,799		87,210		1,072,500		576,577		17,882			2,971,429
Chief Insurance Officer and	2012		750,000		-		358,430		72,575		487,500		613,312		15,299			2,297,116
Executive Vice President	2011		734,177		-		182,059		69,587		487,500		383,887		13,751			1,870,961
The Cincinnati Insurance Company

Michael J. Sewell	2013		729,615		-		400,591		77,693		955,500		-		83,302	(6)		2,246,701
Chief Financial Officer,	2012		700,000		-		334,215		67,738		455,000		-		81,613			1,638,566
Senior Vice President and Treasurer	2011		414,615				132,341		58,602		455,000				29,620			1,090,178
Cincinnati Financial Corporation

Martin F. Hollenbeck	2013		594,615		-		293,810		63,426		780,000		-		69,042	(6)		1,800,893
Chief Investment Officer and	2012		558,077		-		270,124		54,675		367,250		-		64,045			1,314,171
Senior Vice President	2011		520,000		-		128,073		48,432		338,000		-		41,416			1,075,921
Cincinnati Financial Corporation

Kenneth W. Stecher	2013		521,154		-		316,355		68,301		840,000		774,683		14,014			2,534,507
Chairman of the Board and former	2012		500,000		-		294,163		59,548		400,000		1,456,749		9,276			2,719,736
Chief Executive Officer	2011		651,648		-		282,102		110,484		771,091		487,614		7,813			2,310,752
and President
Cincinnati Financial Corporation

		umbrella liability insurance policy in the amount of $1,861, executive tax services, personal use of a company car, a safe driver award and an executive health examination.
	(9)	Includes matching contributions to the company’s 401(k) and Top Hat Savings Plans in the amounts of ~~$91,477~~$112,139 for Mr. Johnston, ~~$71,077~~$75,682 for Mr. Sewell and ~~$57,712~~$62,231 for Mr. Hollenbeck.

Name	Grant Date		Estimated Possible Payouts Under Non-Equity Incentive Plan Awards						Estimated Possible Payouts Under Equity Incentive Plan Awards						All Other Stock Awards: Number of Shares of Stock or Units (2)		All Other Option Awards: Number of Securities Under- lying Options		Exercise or Base Price of Option Awards		Grant Date Fair Value of Stock and Option Awards		Grant Date		Estimated Possible Payouts Under Nonequity Incentive Plan Awards			Estimated Possible Payouts Under Equity Incentive Plan Awards			All Other Stock Awards: Number of Shares of Stock or Units (2)	All Other Option Awards: Number of Securities Under- lying Options	Exercise or Base Price of Option Awards	Grant Date Fair Value of Stock and Option Awards

																									Threshold ($)	Target ($)	Maximum ($)	Threshold (#)	Target (#)	Maximum (#)	(#)	(#)	($/Sh)	($)
			Threshold ($)		Target ($)		Maximum ($)		Threshold (#)		Target (#)		Maximum (#)		(#)		(#)		($/Sh)		($)
Steven J. Johnston	2/15/2013	*																13,088	$	44.70	$	126,852	2/13/2015	**								13,573	52.25	151,834
	2/15/2013	**	$	270,000	$	900,000	$	1,800,000															2/13/2015	*	283,662	945,540	1,891,080
	2/15/2013	*								3,927		13,088		26,176								586,604	2/13/2015	**				4,072	13,573	27,146				620,693
	11/15/2013	***														5						254	2/13/2015	**							905			44,101
																							11/13/2015	***							7			419
Jacob F. Scherer, Jr.	2/15/2013	*																8,998		44.70		87,210	2/13/2015	**								8,087	52.25	90,465
																							2/13/2015	*	169,015	563,384	1,126,768
	2/15/2013	**		160,875		536,250		1,072,500															2/13/2015	**				2,427	8,087	16,174				369,819
	2/15/2013	*								2,700		8,998		17,996								403,290	2/13/2015	**							830			40,446
	11/15/2013	***														10						508	11/13/2015	***							10			598
Michael J. Sewell	2/15/2013	*																8,016		44.70		77,693	2/13/2015	**								7,205	52.25	80,599
	2/15/2013	**		143,325		477,750		955,500															2/13/2015	*	150,577	501,924	1,003,848
	2/15/2013	*								2,405		8,016		16,032								359,277	2/13/2015	**				2,162	7,205	14,410				329,485
	2/15/2013	*														1,028						41,213	2/13/2015	**							739			36,011
	11/15/2013	***														2						102	11/13/2015	***							4			239
Martin F. Hollenbeck	2/15/2013	*																6,544		44.70		63,426	2/13/2015	**								5,939	52.25	66,437
	2/15/2013	**		117,000		390,000		780,000															2/13/2015	*	124,122	413,741	827,482
	2/15/2013	*								1,964		6,544		13,088								293,302	2/13/2015	**				1,782	5,939	11,878				271,590
	11/15/2013	***														10						508	2/13/2015	**							610			29,725
Kenneth W. Stecher	2/15/2013	*																7,047		44.70		68,301
																							11/13/2015	***							10			598
Charles P. Stoneburner II																							2/13/2015	**								5,939	52.25	66,437
	2/15/2013	**		126,000		420,000		840,000															2/13/2015	*	124,122	413,741	827,482
	2/15/2013	*								2,115		7,047		14,094								315,847	2/13/2015	**				1,782	5,939	11,878				271,590
	11/15/2013	***														10						508	2/13/2015	**							610			29,725
																							11/13/2015	***							10			598

	Option Awards (1) (2)						Stock Awards				Option Awards (1)					Stock Awards
Name	Number of Securities Underlying Unexercised Options Exercisable (#)	Number of Securities Underlying Unexercised Options Unexercisable (#)	Equity Incentive Plan Awards: Number of Securities Underlying Unexercised Unearned Options (#)	Option Exercise Price ($)		Option Expiration Date	Number of Shares or Units of Stock That Have Not Vested (#) (3)(7)	Market Value of Shares or Units of Stock That Have Not Vested ($)	Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested (#) (4)(5)(6)	Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested ($)	Number of Securities Underlying Unexercised Options Exercisable (#)	Number of Securities Underlying Unexercised Options Unexercisable (#)	Equity Incentive Plan Awards: Number of Securities Underlying Unexercised Unearned Options (#)	Option Exercise Price ($)	Option Expiration Date	Number of Shares or Units of Stock That Have Not Vested (#) (3)	Market Value of Shares or Units of Stock That Have Not Vested ($)	Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested (#) (2)(3)(4)	Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested ($)
Steven J. Johnston	8,000			$	25.08	7/1/2018					8,000			26.59	11/14/2018
	8,000				26.59	11/14/2018					10,234			26.58	2/19/2020
	10,234				26.58	2/19/2020					7,991			34.04	2/18/2021
	5,327	2,664			34.04	2/18/2021					4,893			31.62	5/2/2021
							922	48,267			13,472			35.63	2/17/2022
									3,996	209,191	8,725	4,363		44.70	2/15/2023
	3,262	1,631			31.62	5/2/2021												13,088	780,830
									2,447	128,100	4,291	8,582		46.81	2/14/2024
	4,491	8,981			35.63	2/17/2022												12,873	768,003
									13,472	705,259		13,573		52.25	2/13/2025
		13,088			44.70	2/15/2023												13,573	809,765
									13,088	685,157						905	53,992
Jacob F. Scherer, Jr.	21,000				41.62	1/25/2015					7,500			44.79	1/31/2017
	15,000				45.26	2/2/2016					8,000			37.59	2/18/2018
	7,500				44.79	1/31/2017					8,933			34.04	2/18/2021
	8,000				37.59	2/18/2018					664			31.62	5/2/2021
	8,000				26.59	11/14/2018					10,262			35.63	2/17/2022
	11,441				26.58	2/19/2020					5,999	2,999		44.70	2/15/2023
	5,955	2,978			34.04	2/18/2021												8,998	536,821
							1,031	53,973			2,950	5,900		46.81	2/14/2024
									4,467	233,847								8,850	527,991
	443	221			31.62	5/2/2021						8,087		52.25	2/13/2025
									332	17,380								8,087	482,470
	3,421	6,841			35.63	2/17/2022										830	49,518
Michael J. Sewell											10,021			30.27	5/31/2021
									10,262	537,216	9,578			35.63	2/17/2022
		8,998			44.70	2/15/2023										1,028	61,330
									8,998	471,045	5,344	2,672		44.70	2/15/2023
Michael J. Sewell	6,681	3,340			30.27	5/31/2021
									5,011	262,326								8,016	478,235
	3,193	6,385			35.63	2/17/2022					2,629	5,256		46.81	2/14/2024
									9,578	501,408				-				7,885	470,419
	-	8,016			44.70	2/15/2023						7,205		52.25	2/13/2025
							1,028	53,816										7,205	429,850
									8,016	419,638						739	44,089
Martin F. Hollenbeck	4,000			$	45.26	2/2/2016					2,000			44.79	1/31/2017
	2,000				44.79	1/31/2017					2,250			37.59	2/18/2018
	2,250				37.59	2/18/2018					6,621			34.04	2/18/2021
	4,414	2,207			34.04	2/18/2021					7,731			35.63	2/17/2022
							764	39,995			4,363	2,181		44.70	2/15/2023
									3,311	173,331								6,544	390,415
	2,577	5,154			35.63	2/17/2022					2,156	4,312		46.81	2/14/2024
									7,731	404,718								6,468	385,881
		6,544			44.70	2/15/2023						5,939		52.25	2/13/2025
									6,544	342,578								5,939	354,321
Kenneth W. Stecher	21,000				41.62	1/25/2015
																610	36,393
Charles P. Stoneburner II											2,000			44.79	1/31/2017
	15,000				45.26	2/2/2016					8,577			26.58	2/19/2020
	7,500				44.79	1/31/2017					6,698			34.04	2/18/2021
	8,000				37.59	2/18/2018					7,526			35.63	2/17/2022
	30,000				26.59	11/14/2018					4,363	2,181		44.70	2/15/2023
	19,344				26.58	2/19/2020												6,544	390,415
	10,069	5,035			34.04	2/18/2021					2,156	4,312		46.81	2/14/2024
							1,416	74,128										6,468	385,881
									7,552	395,347		5,939		52.25	2/13/2025
	2,807	5,613			35.63	2/17/2022												5,939	354,321
									8,420	440,787						610	36,393
		7,047			44.70	2/15/2023
									7,047	368,910

Grant Date	Vesting Dates			Expiration Date
~~1/19/2004~~	~~1/19/2005~~	~~1/19/2006~~	~~1/19/2007~~	~~1/19/2014~~
~~1/25/2005~~	~~1/25/2006~~	~~1/25/2007~~	~~1/25/2008~~	~~1/25/2015~~
2/2/2006	2/2/2007	2/2/2008	2/2/2009	2/2/2016
1/31/2007	1/31/2008	1/31/2009	1/31/2010	1/31/2017
2/18/2008	2/18/2009	2/18/2010	2/18/2011	2/18/2018
7/1/2008	7/1/2009	7/1/2010	7/1/2011	7/1/2018
11/14/2008	11/14/2009	11/14/2010	11/14/2011	11/14/2018
2/19/2010	2/19/2011	2/19/2012	2/19/2013	2/19/2020
2/18/2011	2/18//2012	2/18//2013	2/18//2014	2/18//2021
5/2/2011	5/2/2012	5/2/2013	5/2/2014	5/2/2021
5/31/2011	5/31/2012	5/31/2013	5/31/2014	5/31/2021
2/17/2012	2/17/2013	2/17/2014	2/17/2015	2/17/2022
2/15/2013	2/15/2014	2/15/2015	2/15/2016	2/15/2023
2/14/2014	2/14/2015	2/14/2016	2/14/2017	2/14/2024
2/13/2015	2/13/2016	2/13/2017	2/13/2018	2/13/2025

	Option Awards				Stock Awards				Option Awards		Stock Awards
Name	Number of Shares Acquired on Exercise (#)		Value Realized on Exercise ($)		Number of Shares Acquired on Vesting (#)		Value Realized on Vesting ($)		Number of Shares Acquired on Exercise (#)	Value Realized on Exercise ($)	Number of Shares Acquired on Vesting (#)	Value Realized on Vesting ($)

Steven J. Johnston		-	$	-		6,397	$	286,522	-	-	13,472	710,379
Jacob F. Scherer, Jr.		16,538		115,270		7,152		320,338	15,000	231,150	10,262	541,115
Michael J. Sewell		-		-		-		-	-	-	9,578	505,048
Martin F. Hollenbeck		25,038		465,502		5,300		237,387	4,000	37,560	7,731	407,656
Kenneth W. Stecher		16,538		118,412		12,090		541,511
Charles P. Stoneburner II									4,000	63,880	7,526	396,846

Name	Aggregate Balance at 2012 Year-End		Executive Contributions in 2013		Registrant Contributions in 2013		Aggregate Earnings in 2013		Aggregate Balance at 2013 Year-End		Aggregate Balance at 2014 Year-End	Executive Contributions in 2015	Registrant Contributions in 2015	Aggregate Earnings in 2015	Aggregate Balance at 2015 Year-End


	($)		($)(3)		($)(4)		($)		($)(5)		($)	($) (3)	($) (4)	($)	($) (5)

Steven J. Johnston	$	506,563	$	569,169	$	76,177	$	270,713	$	1,422,622	3,630,059	103,582	96,239	725,494	4,555,374
Jacob F. Scherer, Jr.		774,317		56,942		-		237,191		1,068,450	1,348,393	431,739	-	(60,757)	1,719,375
Michael J. Sewell		133,304		80,654		55,777		48,154		317,888	1,138,458	322,945	59,782	143,552	1,664,737
Martin F. Hollenbeck		386,325		42,412		42,412		99,115		570,264	721,830	46,331		35,147	849,639
Kenneth W. Stecher		31,766		-		-		10,929		42,695
Charles P. Stoneburner II											248	-		8	256

Name		Top Hat Savings Plan		Retirement Plan		SERP		Stock-Based Awards						Annual Incentive Compensation

								Retirement		Retirement with Disability		Change in Control		Retirement		Retirement with Disability		Change in Control

		($)		($)		($)		($)		($)		($)		($)		($)		($)
Steven J. Johnston	(1)	$	1,422,622							$	2,228,762	$	2,228,762			$	900,000	$	900,000
Jacob F. Scherer, Jr.	(2)		1,068,450	$	1,101,596	$	1,754,891				1,638,281		1,638,281				536,250		536,250
Michael J. Sewell	(1)		317,888								1,498,711		1,498,711				477,750		477,750
Martin F. Hollenbeck	(3)		570,264								1,197,268		1,197,268				390,000		390,000
Kenneth W. Stecher	(4)		42,695		1,950,286		4,760,521	$	378,376		1,583,881		1,583,881	$	840,000		420,000		420,000

Name		Top Hat Savings Plan	Retirement Plan	SERP	Stock-Based Awards			Annual Incentive Compensation
					Retirement	Retirement with Disability	Change in Control	Retirement	Retirement with Disability	Change in Control
		($)	($)	($)	($)	($)	($)	($)	($)	($)
Steven J. Johnston	(1)	4,555,374				3,756,000	3,756,000		945,540	945,540
Jacob F. Scherer, Jr.	(2)	1,719,375	1,277,718	2,668,806		1,879,234	1,879,234		563,384	563,384
Michael J. Sewell	(1)	1,664,737				1,735,044	1,735,044		501,924	501,924
Martin F. Hollenbeck	(3)	849,639				1,373,158	1,373,158		413,741	413,741
Charles P. Stoneburner II	(2)	256	1,416,588	1,769,888	1,066,066	1,373,158	1,373,158	124,122	413,741	413,741

Name	Fees Earned or Paid in Cash ($)		Stock Awards ($) (3)(4)		Option Awards ($) (5)		Non-Equity Incentive Plan Compen- sation ($)	Change in Pension Value and Non- qualified Deferred Compensation Earnings ($) (6)		All Other Compensation ($) (7)		Total ($)		Fees Earned or Paid in Cash ($)	Stock Awards ($) (3)(4)	Option Awards ($) (5)	Non-Equity Incentive Plan Compen- sation ($)	Change in Pension Value and Non- qualified Deferred Compensation Earnings ($) (6)	All Other Compensation ($) (7)	Total ($)

William F. Bahl	$	157,500	$	100,011						$	3,198	$	260,709	159,000	100,021	-			6,119	265,140
Gregory T. Bier		107,500		100,011							5,545		213,056	109,000	100,021	-			4,620	213,641
Linda Clement-Holmes		64,000		64,027							1,380		129,407	70,000	70,009	-			1,380	141,389
Dirk J. Debbink		64,000		64,027							2,087		130,114	71,500	71,507	-			5,327	148,335
Kenneth C. Lichtendahl		80,000		70,008							6,422		156,430	70,000	70,009	-			1,539	141,548
W. Rodney McMullen		119,000		100,011							5,376		224,387	120,500	100,021	-			4,790	225,311
David P. Osborn		15,500		15,541							2,279		33,320	101,500	100,021	-			5,467	206,989
Gretchen W. Price		74,500		74,518							1,544		150,562	86,000	76,001	-			5,311	167,312
John J. Schiff, Jr. (2)		-		150,416	$	32,527		$	289,653		256,481		729,077	-	598	-		543,881	62,046	606,525
Thomas R. Schiff		97,000		97,020							1,584		195,605	97,000	97,026	-			4,046	198,072
Douglas S. Skidmore		70,000		70,008							5,860		145,868	70,000	70,009	-			5,332	145,341
Kenneth W. Stecher (2)														-	315,981	70,855	132,376	1,060,724	559,118	2,139,054
John F. Steele, Jr.		83,500		83,539							6,035		173,074	86,500	86,541	-			5,058	178,099
Larry R. Webb		79,000		79,028							14,136		172,165	104,500	100,021	-			12,882	217,403
E. Anthony Woods		109,000		100,011							6,011		215,022

Annual Cash Retainer	$40,000
Annual Stock Retainer	$40,000
Lead Director Annual Cash Retainer	$25,000
Independent Committee Chair Cash Retainer	$10,000
Meeting Fees – Cash	$4,500 per board meeting
	$1,500 per committee meeting (except investment committee)
	$6,000 per investment committee meeting
	$7,500 maximum per day
Meeting Fees – Stock	Matches cash meeting fees up to maximum of $60,000 per year

	·	Operating income: Operating income is calculated by excluding net realized investment gains and losses (defined as realized investment gains and losses after applicable federal and state income taxes) from net income. Management evaluates operating income to measure the success of pricing, rate and underwriting strategies. While realized investment gains (or losses) are integral to the company’s insurance operations over the long term, the determination to realize investment gains or losses in any period may be subject to management’s discretion and is independent of the insurance underwriting process. Also, under applicable GAAP accounting requirements, gains and losses can be recognized from certain changes in market values of securities without actual realization. Management believes that the level of realized investment gains or losses for any particular period, while it may be material, may not fully indicate the performance of ongoing underlying business operations in that period.

(Per share data)	Twelve months ended December 31,
	2013			2012
Book value change per share:
Book value as originally reported December 31, 2011				$	31.16
Cumulative effect of a change in accounting for deferred
policy acquisition costs, net of tax					(0.13	)
Book value as adjusted December 31, 2011				$	31.03

Value creation per share data:
End of period book value - as originally reported	$	37.21		$	33.48
Less beginning of period book value - as originally reported		33.48			31.16
Change in book value - as originally reported		3.73			2.32
Dividend declared to shareholders		1.655			1.62
Total contribution to value creation ratio	$	5.385		$	3.94

Contribution to value creation ratio:
From change in book value*		11.1	%		7.4	%
From dividends declared to shareholders**		5.0			5.2
Value creation ratio		16.1	%		12.6	%

(Dollars are per share)	Twelve months ended December 31,
	2015			2014
Value creation ratio:
End of period book value	$	39.20		$	40.14
Less beginning of period book value		40.14			37.21
Change in book value		(0.94	)		2.93
Dividend declared to shareholders		2.30			1.76
Total value creation	$	1.36		$	4.69

Value creation ratio from change in book value*		(2.3	)%		7.9	%
Value creation ratio from dividends declared to shareholders**		5.7			4.7
Value creation ratio		3.4	%		12.6	%

(In millions except per share data)	Twelve months ended December 31,
	2013			2012
Net income	$	517		$	421
Net realized investment gains and losses		54			28
Operating income		463			393
Less catastrophe losses		(112	)		(217	)
Operating income before catastrophe losses	$	575		$	610

Diluted per share data:
Net income	$	3.12		$	2.57
Net realized investment gains and losses		0.32			0.17
Operating income		2.80			2.40
Less catastrophe losses		(0.67	)		(1.33	)
Operating income before catastrophe losses	$	3.47		$	3.73

(Dollars in millions except per share data)	Twelve months ended December 31,
	2015			2014
Net income	$	634		$	525
Realized investment gains and losses, net		45			85
Operating income		589			440
Less catastrophe losses		(105	)		(133	)
Operating income before catastrophe losses	$	694		$	573

Diluted per share data:
Net income	$	3.83		$	3.18
Realized investment gains and losses, net		0.27			0.52
Operating income		3.56			2.66
Less catastrophe losses		(0.63	)		(0.81	)
Operating income before catastrophe losses	$	4.19		$	3.47

(Dollars in millions)	Twelve months ended December 31, 2015
	Consolidated*			Commercial			Personal			E&S
Premiums:
Written premiums	$	4,361		$	3,025		$	1,128		$	175
Unearned premiums change		(90	)		(29	)		(31	)		(7	)
Earned premiums	$	4,271		$	2,996		$	1,097		$	168

Statutory ratios:
Combined ratio		90.6	%		88.3	%		100.0	%		71.9	%
Contribution from catastrophe losses		3.7			3.1			6.2			0.4
Combined ratio excluding catastrophe losses		86.9	%		85.2	%		93.8	%		71.5	%

Commission expense ratio		18.5	%		18.3	%		17.7	%		27.2	%
Other underwriting expense ratio		11.9			13.0			10.4			2.8
Total expense ratio		30.4	%		31.3	%		28.1	%		30.0	%

GAAP ratios:
Combined ratio		91.1	%		88.6	%		101.3	%		70.0	%
Contribution from catastrophe losses		3.7			3.1			6.2			0.4
Prior accident years before catastrophe losses		(3.9	)		(4.7	)		0.8			(20.6	)
Current accident year combined ratio before catastrophe losses		91.3	%		90.2	%		94.3	%		90.2	%

(In millions)	Twelve months ended December 31, 2013
	Consolidated			Commercial			Personal			E&S
Premiums:
Written premiums	$	3,893		$	2,760		$	1,005		$	128
Unearned premiums change		(180	)		(124	)		(44	)		(12	)
Earned premiums	$	3,713		$	2,636		$	961		$	116

Statutory ratios:
Statutory combined ratio		92.7	%		91.8	%		96.3	%		87.8	%
Contribution from catastrophe losses		4.6			3.7			7.7			0.8
Statutory combined ratio excluding catastrophe losses		88.1	%		88.1	%		88.6	%		87.0	%

Commission expense ratio		18.6	%		17.8	%		19.7	%		26.3	%
Other expense ratio		12.2			13.5			10.0			4.8
Statutory expense ratio		30.8	%		31.3	%		29.7	%		31.1	%

GAAP ratio:
GAAP combined ratio		93.8	%		93.0	%		96.8	%		87.8	%
Contribution from catastrophe losses		4.6			3.7			7.7			0.8
Prior accident years before catastrophe losses		(3.3	)		(3.0	)		(3.0	)		(11.2	)
GAAP combined ratio excluding catastrophe losses and prior
years reserve development		92.5	%		92.3	%		92.1	%		98.2	%

		connection with the election of members of the Board of Directors, the persons who were directors of the Company immediately prior to any such transactions cease to constitute a majority of the Board of Directors 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 that are defined by rules promulgated by the SEC shall have the meanings specified in such definitions from time to time.
	8.	Clawback and Forfeiture.Any awards granted under the Plan may be subject to reduction, cancellation, forfeiture or recoupment to the extent required by applicable laws, regulations, stock exchange rules, Company policies or to the extent otherwise provided in an Award agreement at the time of grant.