EXHIBIT 4

                                     AMENDED

                        CINCINNATI FINANCIAL CORPORATION

                            STOCK OPTION PLAN NO. VII

        1.      Purpose. Stock Option Plan No. VII (the "Plan") and the options
authorized hereunder are intended as an employment incentive, to retain in the
employ of Cincinnati Financial Corporation (hereinafter sometimes referred to as
"CFC") and its subsidiaries (as defined in subsection 425(f) of the Internal
Revenue Code of 1986, as amended), persons of training, experience, and ability,
to attract new employees whose services are considered unusually valuable, to
encourage a sense of proprietorship in such persons, and to stimulate the active
interest of such persons in the development and financial success of CFC and its
subsidiaries.

        2.      Shares Subject to the Plan. The aggregate number of shares of
the common stock of CFC which may be issued under all options to be granted
pursuant to this Plan shall not exceed 6,000,000 shares of common stock with the
par value of $2.00 per share. Conditioned on approval of the Plan by the
shareholders of CFC, the options granted under this Plan may be Incentive Stock
Options (as defined in Section 422A of the Internal Revenue Code of 1986, as
amended) or non-qualified options (any option which is not an Incentive Stock
Option).

        3.      Administration of Plan. A Committee (or Subcommittee) of at
least two non-employee, outside (as hereinafter defined) members of the Board of
Directors of CFC, appointed by and serving at the pleasure of the Board of
Directors (hereinafter called the "Committee") shall supervise the
administration of the Plan. Any questions of interpretation of the Plan or of
any options issued under it shall be determined by the Committee and such
determinations shall be final and binding upon all persons. The Committee shall
have the authority to grant Incentive Stock Options or non-qualified options to
those employees it deems appropriate. Those options shall contain such terms as
the Committee determines, subject to the limitations and requirements provided
herein. For purposes of determining who may serve as a member of the Committee,
"non-employee" director shall mean a director who meets the requirements of that
term as contained in Rule 16b-3 under the Securities Exchange Act of 1934, and
"outside" shall mean a director who is not a current or former employee or
officer of the Company and who does not receive any "remuneration" as that term
is defined in the regulations under Internal Revenue Code Section 162(m), in any
capacity, other than as a director.

        4.      Eligibility for Options. All full-time employees of CFC and its
subsidiaries shall be eligible to receive options and the fact that an employee
may be a director of CFC or of a subsidiary of CFC shall not disqualify an
employee from participating in this Plan. No employee shall receive options on
more than 300,000 shares over any three-year period.

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        5.      Amendments to Plan. For the purpose of meeting any changes in
pertinent law or governmental regulations, or for any other purpose which at the
time may be permitted by law, the Board of Directors, from time-to-time, may
amend or revise the terms of this Plan and the Committee may amend or revise the
terms of any outstanding option, retroactive to the date of granting of the
Option, except that the number of shares to be issued shall not increase and the
option price shall not decrease, other than to make appropriate adjustments in
the number of shares that may be issued pursuant to the Plan, and appropriate
adjustments in the number and price of shares covered by outstanding options
hereunder, to give effect to any stock splits, or stock dividends, or other
relevant changes in capitalization. The Committee may not re-price outstanding
options.

        6.      Terms of Options. The option price per share for options granted
hereunder shall be not less than 100% of the fair market value of the shares on
the date said option was granted. The aggregate fair market value (at date of
grant of the option) of the stock with respect to which Incentive Stock Options
are first exercisable by any employee in any calendar year under this Plan and
any other plans of CFC and its subsidiaries shall not exceed $100,000. All
options granted hereunder shall expire not more than ten years from the date
granted.

Except in cases of retirement or death of the optionholder, options may not be
exercisable earlier than as provided in the following schedule:

                (1)     After the expiration of one year of continuous
employment immediately following the date of grant, the Option shall be
exercisable to the extent of one-third of the number of shares originally
subject to the Option;

                (2)     After the expiration of two years of continuous
employment immediately following the date of the grant, the Option shall be
exercisable to the extent of two-thirds of the number of shares originally
subject to the Option, less the number of shares previously purchased pursuant
to such Option; and

                (3)     After the expiration of three years of continuous
employment following the date of grant, the Option shall be exercisable in full.

        7.      Exercise of Options. In order for all or any portion of an
option to be exercised, CFC must receive at its principal place of business
written notice of such exercise properly executed by the employee, setting forth
the number of shares in respect of which the option is being exercised. Said
notice shall be accompanied by payment of the full option price of such shares,
which payment shall be in cash, or in the case of non-qualified options only,
may be through the transfer by the employee to CFC of free and clear shares of
the common stock of CFC which shall be valued at the current market value of
such shares on the date of such transfer, or by a combination of cash and such
shares. The effective date of the exercise of the option ("effective date of
exercise") shall be the day the written notice of exercise is received by CFC
for non-qualified options and 30 days

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after the date of receipt for Incentive Stock Options.

        Upon termination of employment of the employee prior to the effective
date of exercise of an outstanding option, the unexercised portion of the option
shall terminate unless such termination of employment is due to (i) retirement
with the approval of CFC for disability, (ii) retirement due to attainment of
retirement age, or (iii) death of the employee. The Committee shall have the
discretion to provide in the option that in the above circumstances the
unmatured installments of the option shall be automatically exercisable, or that
the Committee shall have discretion to permit any unmatured installments of the
options to be accelerated and the options shall thereupon be exercisable in
full. The time within which the Company must receive the notice of exercise and
payment shall be ninety (90) days from the date of termination of employment, or
in the case of the death of the employee six (6) months after the date of death.
The Committee shall also have the discretion to grant a written extension of the
time for receipt of notice and payment or to provide in the option agreement
that in the case of retirement with the approval of CFC for disability or
retirement due to attainment of retirement age that notice of exercise and
payment may be further delayed. In any event, the effective date of the exercise
of the option must be prior to the expiration thereof.

        In all other cases of termination of employment, when the employee
ceases to be employed by CFC or a subsidiary of CFC, the option shall not be
exercisable after the date upon which employment was terminated.

        Subject to the foregoing, each installment of an option shall be
exercisable for the full amount or for any part thereof, including partial
exercise from time to time. Options shall be exercisable only by the employee to
whom granted, and shall not be assignable, except as provided in case of death.

        All shares purchased upon exercise of options shall be fully paid for at
the time of purchase.

        8.      Shares Issued Upon Exercise of Options. Either treasury shares
or authorized but unissued shares may be issued upon exercise of options. CFC
may (as permitted by law) acquire by purchase the shares which it will need to
satisfy options, either at the time the options are exercised, or from time to
time in advance, whenever the Board of Directors may deem such purchase
advisable.

        9.      Income Tax Withholding. In order to comply with all applicable
federal, state or local income tax laws or regulations, CFC may take such action
as it deems appropriate to ensure that all applicable federal, state or local
payroll, withholding, income or other taxes, which are the sole and absolute
responsibility of an employee, are withheld or collected from such employee. In
order to assist an employee in paying all federal and state taxes to be withheld
or collected upon exercise or receipt of (or the lapse of restrictions relating
to) an option, the Committee, in its discretion and subject to such additional
terms and conditions as it may adopt, may permit an employee to satisfy all or

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a portion of such tax obligation by delivering to CFC, free and clear shares of
the common stock of CFC with a fair market value equal to the amount of such
taxes (but only to the extent of the minimum amount required to be withheld
under applicable laws or regulations). The election, if any, must be made on or
before the date that the amount of tax to be withheld is determined.

        10.     Implied Agreement of Optionee. Every optionee shall be bound by
the terms and restrictions of this Plan and the acceptance of an option shall
constitute an agreement between the optionholder hereunder and CFC and any
successors in interest thereto. The grant of an option under the Plan shall not
limit or otherwise qualify the right of the employer of the optionholder to
terminate the employment of the optionholder at any time.

        11.     Securities Laws. The Board of Directors and the Committee shall
take all necessary and appropriate action to ensure that all options granted and
all shares of stock issued pursuant to exercise of those options are granted and
issued in compliance with all federal and state securities laws.

        12.     Effective Date and Term of Plan. This Plan shall be effective as
of February 2, 2002, and no options may be granted under the plan subsequent to
February 2, 2012.



Amended: April 6,2002.







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