Exhibit 4


                      CINCINNATI FINANCIAL CORPORATION 2003
                             NON-EMPLOYEE DIRECTORS'
                                   STOCK PLAN


ARTICLE A - PURPOSE.

        The purpose of the Cincinnati Financial Corporation 2003 Non-Employee
Directors' Stock Plan (hereinafter referred to as the "Plan") is to enable
Cincinnati Financial Corporation (hereinafter referred to as the "Company") to
attract and retain the services of experienced and knowledgeable non-employee
directors and to strengthen the alignment of interests between non-employee
Directors (hereinafter referred to as "Participants") and the shareholders of
the Company through the increased ownership of shares of the Company's common
stock. This will be accomplished by granting Participants shares of common stock
as a part of their annual compensation.

ARTICLE B - ADMINISTRATION.

        1.      The Plan shall be administered by the Compensation Committee
(hereinafter referred to as the "Committee") of the Board of Directors of the
Company (hereinafter referred to as the "Board"), or such other committee as may
be designated by the Board including a sub-committee of the Committee. The
Committee shall consist of not less than two (2) members of the Board who are
"Non-Employee Directors" as defined in Rule 16b-3 under the Securities Exchange
Act of 1934, as amended, or any successor rule or definition adopted by the
Securities and Exchange Commission, to be appointed by the Board from time to
time and to serve at the discretion of the Board.

        2.      It shall be the duty of the Committee to administer this Plan in
accordance with its provisions and to make such recommendations to the Board as
to amendments or otherwise as it deems necessary or appropriate. A decision by a
majority of the Committee shall govern all actions of the Committee.

        3.      Subject to the express provisions of this Plan, the Committee
shall have authority to grant Participants an equivalent amount of whole shares
of common stock of the Company, equal to the directors' cash compensation (but
in no case more than $60,000 worth of common stock for any year of service as
director), subject to such conditions or restrictions, if any, as the Committee
may determine. The Committee also has the authority to make all other
determinations it deems necessary or advisable for administering this Plan.

        4.      The Committee may establish from time to time such regulations,
provisions, and procedures as are in compliance with the terms of this Plan as,
in its opinion, may be advisable in the administration of this Plan.


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        5.      The Committee may designate the Secretary of the Company or
other employees of the Company to assist the Committee in the administration of
this Plan and may grant authority to such persons to execute documents on behalf
of the Committee.

ARTICLE C - PARTICIPATION.

        Participation in the Plan shall be limited to all non-employee Directors
of the Company.

ARTICLE D - LIMITATION ON NUMBER OF SHARES FOR THE PLAN.

        The total number of shares of common stock of the Company that may be
awarded under the Plan shall not exceed 100,000 shares.

ARTICLE E - SHARES SUBJECT TO USE UNDER THE PLAN.

        Shares of common stock to be awarded under the terms of this Plan may be
treasury shares.

ARTICLE F - GRANT OF SHARES.

        1.      Commencing with the year 2003 and each year thereafter, each
Participant shall receive shares of common stock with a fair market value on the
date of grant, equal to the cash director's fees received by such Participant
during the prior calendar year, but limited to $60,000.

        2.      All shares awarded under this Article shall be granted at the
first meeting of the Committee in each year, or at such other meeting as the
Committee may determine and shall be valued as set forth below.

        3.      The shares awarded under the Plan shall be subject to such
conditions or restrictions, if any, as the Committee may determine. The
conditions and restrictions may vary from time to time and may be set forth in
agreements between the Company and the Participant or in the awards of shares to
them, all as the Committee determines.

        4.      The shares awarded shall be valued at the average of the high
and low sales price quotations for common stock of the Company on the NASDAQ
System on the day of the grant to a Participant. All shares awarded shall be
full shares, rounded up to the nearest whole share.


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ARTICLE G - ADJUSTMENTS.

        The amount of shares authorized to be issued under this Plan will be
subject to appropriate adjustment in the event of future stock splits, stock
dividends, or other changes in capitalization of the Company to prevent the
dilution or enlargement of rights under this Plan; following any such change,
the term "common stock" shall be deemed to refer to such class of shares or
other securities as may be applicable.

ARTICLE H - ADDITIONAL PROVISIONS.

        1.      The Board may, at any time, repeal or amend this Plan. The
Participants and the Company shall be bound by any such amendments as of their
effective dates. If this Plan is repealed in its entirety, all previously
awarded shares subject to conditions or restrictions pursuant to this Plan shall
continue to be subject to such conditions or restrictions.

        2.      Every recipient of shares pursuant to this Plan shall be bound
by the terms and provisions of this Plan and by any restrictions relating to the
shares received, and the acceptance of any grant of shares pursuant to this Plan
shall constitute a binding agreement between the recipient and the Company.

ARTICLE I - DURATION OF PLAN.

        This Plan shall be effective as of February 1, 2003. This Plan will
terminate on January 31, 2010 unless a different termination date is fixed by
action of the Board, but no such termination shall affect the prior rights under
this Plan of the Company or of anyone to whom shares have been granted prior to
such termination.

ARTICLE J - SERVICE AS DIRECTOR.

        Nothing in the Plan will interfere with or limit in any way the right of
the Company to terminate any Participant at any time, and neither the Plan, nor
the awarding of shares nor any other action taken pursuant to the Plan, will
constitute or be evidence of an agreement or understanding, express or implied,
that the Company will retain a Participant for any period of time or at any
particular rate of compensation.



Plan adopted February 1, 2003


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