CINCINNATI FINANCIAL CORPORATION TOP HAT SAVINGS PLAN

Exhibit 10.38

CINCINNATI FINANCIAL CORPORATION
TOP HAT SAVINGS PLAN

As Amended And Restated Effective January 1, 2009

TABLE OF CONTENTS

PREAMBLE

     Cincinnati Financial Corporation adopted the Cincinnati Financial Corporation Top Hat Savings Plan (the “Plan”) effective January 1, 1996. The Plan was amended and restated effective as of January 1, 2009. The Plan is an unfunded deferred compensation arrangement for a select group of management or highly compensated employees and is intended to qualify as a “top-hat plan” for purposes of the Employee Retirement Income Security Act of 1974, as amended (“ERISA”). The Plan is also intended to comply with Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”) and the regulations thereunder.

ARTICLE I

DEFINITIONS

1.1 “Account” means the bookkeeping account maintained for purposes of determining a Participant’s interest in the Plan. A Participant’s Account may include the following subaccounts.

1.2 “Beneficiary” means the person or persons entitled to receive Plan benefits (if any) payable after a Participant’s death as the Participant’s Beneficiary (and contingent Beneficiaries, if applicable). A Beneficiary (or contingent Beneficiary) designation must be made in accordance with the Committee’s procedures during a Participant’s lifetime. A Participant may only change his beneficiary designation in accordance with the Committee’s procedures. If a Participant does not designate a Beneficiary, the Beneficiary will be the Participant’s surviving spouse. If there is no spouse, the Beneficiary will be the estate of the last to die of the Participant or his designated Beneficiary.

1.3 “Code” means the Internal Revenue Code of 1986, as amended.

1.4 “Committee” means the committee appointed by Cincinnati Financial Corporation which is responsible for the Plan’s administration.

1.5 “Compensation” means the amount determined in accordance with (a) and (b) below:

          (1) Wages, salaries, fees for professional services, and other amounts received (without regard to whether or not an amount is paid in cash) for personal services actually rendered in the course of employment with the Employer, to the extent that the amounts are includible in gross income (or to the extent amounts would have been received and includible in gross income but for an election under Code §§125(a), 132(f)(4), 402(e)(3), 402(h)(1)(B), 402(k), or 457(b), and without regard to the exclusions from gross income under Code §§872, 893, 894, 911, 931, and 933). These amounts include, but are not limited to, commissions paid to salespersons, compensation for services on the basis of a percentage of profits, commissions on insurance premiums, tips, bonuses, fringe benefits, and reimbursements or other expense allowances under a non-accountable plan as described in Treas. Reg. §1.62-2(c).

          (2) Payments made within 2 ¹ / 2 months after severance from employment (within the meaning of Code §401(k)(2)(B)(i)(I)) or if later, the end of the Plan Year during which the severance occurred, will be Compensation if they are payments that, absent a severance from employment, would have been paid to the Employee while the Employee continued in employment with the Employer and are regular compensation for services during the Employee’s regular working hours, compensation for services outside the Employee’s regular working hours (such as overtime or shift differential), commissions, bonuses, and other similar compensation. Payments for accrued bona fide sick, vacation or other leave will also be included, but only if the Employee would have been able to use the leave if employment had continued. Any payments not described above are not considered Compensation if paid after severance from employment, even if they are paid within 2 ¹ / 2 months following severance from employment or within the appropriate Plan Year.

          (1) Amounts described in Code §§104(a)(3), 105(a), or 105(h), but only to the extent that these amounts are includible in the gross income of the employee.

          (2) Amounts paid or reimbursed by the Employer for moving expenses incurred by the Employee, but only to the extent that at the time of the payment it is reasonable to believe that these amounts are not deductible by the Employee under Code §217.

          (3) The value of a non-statutory option (which is an option other than a statutory option as defined in Treas. Reg. §1.421-1(b)) granted to an Employee by the Employer, but only to the extent that the value of the option is includible in the gross income of the Employee for the taxable year in which granted.

          (4) The amount includible in the gross income of an Employee upon making the election described in Code §83(b).

          (5) Amounts that are includible in the gross income of an Employee under the rules of Code §§409A or 457(f)(1)(A), or because the amounts are constructively received by the Employee.

          (6) Contributions (other than elective contributions described in Code §§402(e)(3), 408(k)(6), 408(p)(2)(A)(i), or 457(b)) made by the Employer to a plan of deferred compensation (including a simplified employee pension described in Code §408(k) or a simple retirement account described in Code §408(p), and whether or not qualified) to the extent that the contributions are not includible in the gross income of the Employee for the taxable year in which contributed. Any distributions from a plan of deferred compensation (whether or not qualified), are not considered Compensation regardless of whether such amounts are includible in the gross income of the Employee when distributed.

          (7) Amounts realized from the exercise of a non-statutory option (which is an option other than a statutory option as defined in Treas. Reg. §1.421-1(b)), or when restricted stock or other property held by an Employee either becomes freely transferable or is no longer subject to a substantial risk of forfeiture.

          (8) Amounts realized from the sale, exchange, or other disposition of stock acquired under a statutory stock option (as defined in Treas. Reg. §1.421-1(b)).

          (9) Other amounts that receive special tax benefits, such as premiums for group-term life insurance (but only to the extent that the premiums are not includible in the gross income of the employee and are not salary reduction amounts that are described in Code §125).

          (10) Other items of remuneration that are similar to any of the items listed in (6) through (9) above.

          (11) The following items (even if includible in gross income): (a) reimbursements or other expense allowances ; (b) fringe benefits (cash and non-cash); (c) moving expenses; (d) deferred compensation (including, but not limited to, contributions to, or distributions from, the Cincinnati Financial Corporation Associate Bonus Deferral Plan and contributions to, or distributions from, any other deferred compensation plan maintained by the Employer); (e) welfare benefits; and (f) all cash and non-cash bonuses (such as bonuses paid in the form of Cincinnati Financial Corporation stock), except for CinFin Capital Management Company bonuses, year-end cash bonuses, and field management bonuses.

1.6 “Deferred Bonus” means a distribution from the Cincinnati Financial Corporation Associate Bonus Deferral Plan.

1.7 “Deferred Compensation Account” means the subaccount established as a bookkeeping account to reflect amounts deferred by a Participant under Section 2.2, as adjusted in accordance with Article III, and reduced by distributions under Article IV.

1.8 “Eligible Executive” means an Executive: (a) who is not a participant accruing benefits under the Supplemental Retirement Plan; and (b) whose Compensation for the Plan Year exceeds the Code §401(a)(17) compensation limit.

1.9 “Employee” means an individual who performs services for the Employer as a common law employee and who is considered by the Employer to be an Employee for purposes of the Plan. A determination by any entity (including courts and governmental entities) that an individual is an employee of the Employer for any other purpose, will have no affect on the determination of whether the individual is an Employee under the Plan if the Employer does not consider the individual to be its Employee for purposes of the Plan.

1.10 “Employer” means Cincinnati Financial Corporation, its successors, assigns and affiliates.

1.11 “ERISA” means the Employee Retirement Income Security Act of 1974, as amended.

1.12 “Executive” means: (a) an Employee whose Compensation is projected to meet or exceed 120% of the indexed amount under Code §414(q)(1)(B)(i) for a Plan Year; or (b) an Employee designated by the Committee as eligible to participate in the Plan.

1.13 “Matching Allocations Account” means the subaccount established as a bookkeeping account to reflect the matching allocations made by the Employer pursuant to Section 2.4, as adjusted by earnings under Article III, and as reduced by distributions under Article IV.

1.14 “Participant” means an Executive who has a right to Plan benefits.

1.15 “Plan” means the Cincinnati Financial Corporation Top Hat Savings Plan as set forth in this document, as may be amended from time to time.

1.16 “Plan Year” means the 12-consecutive month period beginning on January 1 ^st .

1.17 “Separation From Service” means a Participant’s “separation from service” (as defined by Code §409A and the regulations thereunder) with the Employer and all related employers under Code §414.

1.18 “Specified Employee” means “specified employee” as defined by Code §409A and the regulations thereunder.

1.19 “Supplemental Benefit Account” means the subaccount established as a bookkeeping account to reflect supplemental benefit allocations under Section 2.5, as adjusted by earnings under Article III, and as reduced by distributions under Article IV.

1.20 “Supplemental Retirement Plan” means the Cincinnati Financial Corporation Supplemental Retirement Plan.

1.21 “Tax-Qualified Savings Plan” means the Cincinnati Financial Corporation Tax-Qualified Savings Plan.

1.22 “Unforeseeable Emergency” means a severe financial hardship to a Participant resulting from: (a) an illness or accident of the Participant or his spouse, Beneficiary or dependent (as defined by Code §152 without regard to Code §152(b)(1), (b)(2) and (d)(1)(B)); (b) loss of the Participant’s property due to casualty or other similar extraordinary and unforeseeable circumstances arising as a result of events beyond the Participant’s control; or (c) other circumstances or events within the meaning of “unforeseeable emergency” under Code §409A and the regulations thereunder.

1.23 “Years of Service” means “years of service” as defined by the Tax-Qualified Savings Plan.

ARTICLE II

DEFERRALS, MATCHING ALLOCATIONS AND SUPPLEMENTAL BENEFIT ALLOCATIONS

2.1 Deferral Amounts . An Executive may elect to defer whole percentages of his Compensation and/or Deferred Bonus for a Plan Year.

2.2 Deferral Elections .

2.3 Reduction Of Compensation . Compensation otherwise payable to an Executive during a Plan Year will be reduced by the amount of his deferral election under Section 2.1. The deferred amounts will be credited to the Executive’s Deferred Compensation Account at the time determined by the Committee.

2.4 Matching Allocations . An Eligible Executive may receive a matching allocation for a Plan Year, equal to 100% of the amounts he elected to defer under Section 2.1 up to the first 6% of his Compensation that exceeds the Code §401(a)(17) compensation limit. Matching allocations will be credited to the Eligible Executive’s Matching Allocations Account at the time determined by the Committee.

2.5 Supplemental Benefit Allocations . An Executive whose benefit accruals under the Supplemental Retirement Plan were frozen as of December 31, 2008 and who did not become entitled to payment of his benefits under the Supplemental Retirement Plan as of December 31, 2008 will have the amount of his frozen accrued benefit transferred to the Plan in accordance with section 4.5 of the Supplemental Retirement Plan. Such a