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                                                                       Exhibit 4



                        CINCINNATI FINANCIAL CORPORATION

                            STOCK OPTION PLAN NO. VI



         1. PURPOSE. Stock Option Plan No. VI (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 of 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 5,000,000 shares of common stock with the par
value of $2.00 per share. Conditioned on approval 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 disinterested, 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,
"disinterested" shall mean a person who is not authorized to receive and who has
not, during the one year prior to service on the Committee, been granted an
option under the Plan or under any other stock option plan of CFC, 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


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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.

         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, 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.

         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


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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 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 or (ii) retirement due to attainment of
retirement age (in either of which events 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 90 days from
the date of termination of employment unless the Committee, in its discretion,
elects to grant a written extension of the time for receipt of notice and
payment) or (iii) death of the employee (in which event the unmatured
installments of the options shall be accelerated and the time within which the
Company must receive the notice of exercise and payment shall be six months from
the date of death). 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. 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.



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         10. 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.

         11. EFFECTIVE DATE AND TERM OF PLAN. This Plan shall be effective as of
August 21, 1998, and no options may be granted under the plan subsequent to
August 20, 2008.


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