-----BEGIN PRIVACY-ENHANCED MESSAGE-----
Proc-Type: 2001,MIC-CLEAR
Originator-Name: webmaster@www.sec.gov
Originator-Key-Asymmetric:
 MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen
 TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB
MIC-Info: RSA-MD5,RSA,
 I+AR7mSynkbUsLctSLqz/0KHqQoUMl/QhICm9QU3QoNm6OPIJDjLlL/tznqi13cL
 IktIWVuzDn3M2LMgv9n8Wg==

<SEC-DOCUMENT>0000950152-03-002434.txt : 20030228
<SEC-HEADER>0000950152-03-002434.hdr.sgml : 20030228
<ACCEPTANCE-DATETIME>20030228150240
ACCESSION NUMBER:		0000950152-03-002434
CONFORMED SUBMISSION TYPE:	S-8
PUBLIC DOCUMENT COUNT:		4
FILED AS OF DATE:		20030228
EFFECTIVENESS DATE:		20030228

FILER:

	COMPANY DATA:	
		COMPANY CONFORMED NAME:			CINCINNATI FINANCIAL CORP
		CENTRAL INDEX KEY:			0000020286
		STANDARD INDUSTRIAL CLASSIFICATION:	FIRE, MARINE & CASUALTY INSURANCE [6331]
		IRS NUMBER:				310746871
		STATE OF INCORPORATION:			DE
		FISCAL YEAR END:			1231

	FILING VALUES:
		FORM TYPE:		S-8
		SEC ACT:		1933 Act
		SEC FILE NUMBER:	333-103511
		FILM NUMBER:		03586363

	BUSINESS ADDRESS:	
		STREET 1:		6200 S GILMORE RD
		CITY:			FAIRFIELD
		STATE:			OH
		ZIP:			45014
		BUSINESS PHONE:		5138702000

	MAIL ADDRESS:	
		STREET 1:		6200 SOUTH GILMORE ROAD
		CITY:			FAIRFIELD
		STATE:			OH
		ZIP:			45014-5141
</SEC-HEADER>
<DOCUMENT>
<TYPE>S-8
<SEQUENCE>1
<FILENAME>l99156asv8.txt
<DESCRIPTION>CINCINNATI FINANCIAL CORP.     S-8
<TEXT>
<PAGE>
                                                     Registration No. 333-______

                     --------------------------------------

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549


                     --------------------------------------

                         FORM S-8 REGISTRATION STATEMENT
                        UNDER THE SECURITIES ACT OF 1933


                     --------------------------------------

                        CINCINNATI FINANCIAL CORPORATION
             (Exact name of registrant as specified in its charter)

                     OHIO                         31-0746871
         (State of Incorporation)   (I.R.S. Employer Identification No.)

                          Cincinnati Financial Center
                              6200 S. Gilmore Road
                             Fairfield, Ohio 45014
                    (Address of Principal Executive Offices)

                                P. O. Box 145496
                           Cincinnati, Ohio 45250-5496
                                (Mailing Address)

                     --------------------------------------

                        CINCINNATI FINANCIAL CORPORATION

                                     AMENDED
                            STOCK OPTION PLAN NO. VII
                            (Full Title of the Plan)
                     --------------------------------------

                               KENNETH W. STECHER
                              Senior Vice President
                              6200 S. Gilmore Road
                              Fairfield, Ohio 45014
                     (Name and address of agent for service)

          Agent's telephone number, including area code: (513) 870-2000


                     --------------------------------------

<PAGE>

                         CALCULATION OF REGISTRATION FEE



<TABLE>
<CAPTION>
======================================================================================================
Title of                Amount           Proposed           Proposed              Amount of
Securities              to be            maximum            maximum               Registration
to be                   Registered       offering           aggregate             Fee
Registered                               price per          offering
                                         share              price
- ------------------------------------------------------------------------------------------------------
<S>                     <C>              <C>                <C>                  <C>
Common Stock            4,856,150         $35.085(1)       $170,378,023         $13,783.58
par value $2
per share,              1,143,850         $35.79 (2)       $ 40,938,392         $ 3,311.92
of Cincinnati
Financial
Corporation             _________                          ____________         __________
                        6,000,000                          $211,316,415(3)      $17,095.50(3)
                        shares

======================================================================================================
</TABLE>


(1)     These shares are to be issued upon the exercise of stock options granted
        to the employees of the issuer and its subsidiary companies pursuant to
        the Cincinnati Financial Corporation Amended Stock Option Plan No. VII.
        The per share offering price shown above is equal to the average of the
        high and low prices of the issuer's shares on the NASDAQ National Market
        System on February 26, 2003.

(2)     These shares are currently subject to options under the Cincinnati
        Financial Corporation Amended Stock Option Plan No. VII. The per share
        offering prices for these shares are equal to the exercise prices of
        those options.

(3)     The aggregate offering price and the amount of the registration fee are
        computed upon the basis of the price at which the outstanding options
        may be exercised and for the securities not yet subject to outstanding
        options, upon the per share price shown above.



================================================================================



                                       2
<PAGE>


                                     PART II


               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT



ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE


The following documents filed with the Securities and Exchange Commission are
hereby incorporated by reference:

        (a) The Company's Annual Report on Form 10-K for the fiscal year ended
        December 31, 2001.

        (b) The Quarterly Reports of the Company on Form 10-Q for the quarters
        ending March 31, 2002, June 30, 2002 and September 30, 2002; the
        definitive Proxy Statement dated March 8, 2002, with regard to its
        Annual Meeting of Shareholders on April 6, 2002.

All documents filed by the Company pursuant to Sections 13(a), 13(c), 14 or
15(d) of the Securities Exchange Act of 1934 after the date hereof and prior to
the termination of the offering of the securities offered hereby shall be deemed
to be incorporated by reference herein and to be a part hereof from the date of
filing such documents.

The consolidated financial statements and the related financial statement
schedules incorporated in this Registration Statement by reference from the
Company's Annual report on Form 10-K for the year ended December 31, 2001 have
been audited by Deloitte & Touche LLP, independent auditors, as stated in
their reports, which are incorporated herein by reference, and have been so
incorporated in reliance upon the reports of such firm given upon their
authority as experts in accounting and auditing.


ITEM 4. DESCRIPTION OF SECURITIES

The authorized capital stock of the Company consists of 200,000,000 shares of
Common Stock, par value $2.00 per share. The holders of Common Stock have equal
rights to participate in dividends, and in case of any distribution of assets,
the holders of Common Stock share pro rata in the distribution of all assets of
the Company remaining after payment of creditors. The holders of Common Stock do
not have conversion or preemptive rights and the Common Stock is not subject to
redemption. The shares of Common Stock issuable from time to time pursuant to
the exercise of options will be, when

                                       3
<PAGE>

issued and delivered as contemplated by the Stock Option Plan, fully paid and
non-assessable. The Company acts as transfer agent for its own stock.

Each share of Common Stock entitles the holder thereof to one vote in elections
of Directors and all other matters submitted to a vote of the shareholders. The
Common Stock does not have cumulative voting rights, which means that the
holders of a majority of the outstanding Common Stock voting for the election of
Directors can elect all Directors then being elected. The Amended Articles of
Incorporation of the Company provide that the Board of Directors shall be
divided into three classes which shall be as nearly equal in number as possible,
with the Directors of each class holding office for staggered terms of 3 years
each. As a result, a shareholder or group of shareholders possessing a majority
of the voting power of the Company would not be able to replace a majority of
the Directors in any one year, since only one-third of the Directors stand for
election each year. It should be noted that one result of this provision is that
it takes longer for shareholders to change a majority of the Board of Directors,
even if they feel such a change is desirable.

The Amended Articles of Incorporation of the Company provide that certain
mergers, consolidations, sales, or other dispositions of assets with any party
which is the beneficial owner of more than 10% of the outstanding shares of the
Company may only be accomplished with the approval of the holders of 75% of the
outstanding shares of the Company, unless the proposed transaction falls within
certain exemptions. The purpose of the provision is to discourage attempts by
other companies or groups to acquire control of the Company without adequate
discussions with management, on behalf of the Company's shareholders; otherwise,
a tender offer or merger might have the effect of forcing some of the
shareholders of the Company to sell their shares at a lower price than that
received by other shareholders. The provision would make it more difficult for
another company or group to effect such a tender offer or merger and may,
therefore, discourage any attempt to do so.

        As an Ohio corporation, the Company is subject to the provisions of
Chapter 1704 of the Ohio Revised Code which prohibit a "Chapter 1704
transaction" between an Ohio corporation such as the Company and any person with
the right to exercise 10% or more of the voting power of such corporation. A
Chapter 1704 transaction is defined to include any merger, combination or
consolidation or any majority share acquisition and any of certain other sales,
leases, distributions, dividends, exchanges, mortgages, pledges, transfers or
other dispositions of assets between the corporation and any such 10%
shareholder. Such prohibition lasts for 3 years following the date on which such
person first became a 10% shareholder unless, prior to the time such person
first became a 10% shareholder, the board of directors

                                       4
<PAGE>

of the corporation approved either the Chapter 1704 transaction in question or
the purchase of shares which resulted in such person first becoming a 10%
shareholder. After the initial three-year moratorium, Chapter 1704 continues to
prohibit such a Chapter 1704 transaction unless one of the above exceptions is
available or the holders of at least 66-2/3% of the voting shares and of at
least a majority of the voting shares not beneficially owned by the 10%
shareholder approve the Chapter 1704 transaction, or the Chapter 1704
transaction meets certain statutory criteria designed to ensure that the
corporation's remaining shareholders receive fair consideration for their
shares.

Ohio law as applied to the Company also provides that any "control share
acquisition" may be made only with the prior authorization of shareholders. A
"control share acquisition" is any acquisition, whether by tender offer, open
market purchase, privately negotiated transaction, or otherwise, of shares of
the Company, which when added to all other shares of the Company owned or
controlled by the acquiror, would entitle the acquiror directly or indirectly,
alone or with others, to exercise or direct the exercise of voting power of the
Company in the election of directors within any of the following ranges:
one-fifth or more but less than one-third; one-third or more but less than a
majority; and a majority or more. The effect of this law is generally to prevent
a person from acquiring control without prior shareholder approval. Approvals
are required by the affirmative vote of (i) a majority of the voting power of
the Company represented at such meeting in person or by proxy; and (ii) a
majority of the voting power excluding shares which may be voted by the
acquiring person, any officer of the Company elected or appointed by the Board
of Directors, or any employee of the Company who is also a director.

ITEM 5. INTEREST OF NAMED EXPERTS AND COUNSEL

Not Applicable


ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS

Section 1701.13(E) of the Ohio Revised Code provides that a corporation may
indemnify or agree to indemnify any person who was or is a party or is
threatened to be made a party to any threatened, pending, or completed action,
suit, or proceeding whether civil, criminal, administrative, or investigative,
other than an action by or in the right of the corporation, by reason of the
fact that the person is or was a director, officer, employee, or agent of the
corporation, or is or was serving at its request as a director, trustee,
officer, employee, or agent of another corporation, partnership, joint venture,
trust, or other enterprise, against expenses, including attorneys' fees,
judgments, fines and amounts paid in settlement actually and reasonably

                                       5
<PAGE>

incurred by the person in connection with such action, suit, or proceeding if
the person is determined under the procedure described in the Section to have
(a) acted in good faith and in a manner the person reasonably believed to be in
or not opposed to the best interests of the corporation, and (b) had no
reasonable cause to believe the conduct was unlawful in the case of any criminal
action or proceeding. However, with respect to expenses actually and reasonably
incurred in connection with the defense or settlement of any action or suit by
or in the right of the corporation to procure a judgment in its favor, no
indemnification is to be made (i) in respect of any claim, issue, or matter as
to which such person was adjudged liable for negligence or misconduct in the
performance of such person's duty to the corporation unless, and only to the
extent that, it is determined by the court upon application that, despite the
adjudication of liability, such person is fairly and reasonably entitled to
indemnity for such expenses as the court deems proper, or (ii) in respect of any
action or suit in which the only liability asserted against a director is in
connection with the alleged making of an unlawful loan, dividend or distribution
of corporate assets. The Section also provides that such person shall be
indemnified against expenses actually and reasonably incurred by the person to
the extent successful in defense of the actions referred to above, or in defense
of any claim, issue, or matter therein.

The Company's Amended Articles of Incorporation provide for the indemnification
of officers and directors of the Company to the fullest extent permitted by law.
The above is a general summary of certain provisions of the Ohio Revised Code
and is subject in all cases to the specific provisions thereof.

The Company maintains an insurance policy covering its directors and officers
against certain civil liabilities, including liabilities under the Securities
Act of 1933.


ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED

Not Applicable


ITEM 8. EXHIBITS

The following exhibits are included in this Registration Statement on Form S-8.

        (4)     Cincinnati Financial Corporation Amended
                Stock Option Plan No. VII

        (5)     Opinion re Legality


                                       6
<PAGE>


        (23)    (a)     Independent Auditors' Consent

        (23)    (b)     Consent of Attorneys (included in Exhibit 5)

ITEM 9. UNDERTAKINGS

The undersigned issuer hereby undertakes: (1) to file during any period in which
offers or sales are being made, a post-effective amendment to this Registration
Statement to include any material information with respect to the plan of
distribution not previously disclosed in the Registration Statement or any
material change to such information in the Registration Statement; (2) that for
the purpose of determining any liability under the Securities Act of 1933, each
such post-effective amendment and each filing of the issuer's annual report
pursuant to Sections 13(a) or 15(d) of the Securities Exchange Act of 1934 that
is incorporated by reference in the Registration Statement shall be deemed to be
a new Registration Statement relating to the securities offered therein and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof; and (3) to remove from registration by means of a
post-effective amendment any of the securities being registered which remain
unsold at the termination of the Plan.

Insofar as indemnification for liabilities arising under the Securities Act of
1933 may be permitted to directors, officers and controlling persons of the
Company pursuant to the foregoing provisions, or otherwise, the Company has been
advised that in the opinion of the Securities and Exchange Commission, such
indemnification (except insofar as it provides for the payment by the Company of
expenses incurred or paid by a director or officer in the successful defense of
an action, suit or proceeding) is against public policy as expressed in the Act
and is, therefore, unenforceable. In the event that a claim for indemnification
against such liabilities is asserted by such director, officer or controlling
person in connection with the securities being registered, the Company will,
unless in the opinion of its counsel the matter has been settled by controlling
precedent, submit to a court of appropriate jurisdiction the question whether
such indemnification by it is against public policy as expressed in the Act and
will be governed by the final adjudication of such issue.

                                       7
<PAGE>

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-8, and has duly caused this S-8 Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Cincinnati, State of Ohio, on this 26th day of
February, 2003.

                                            CINCINNATI FINANCIAL CORPORATION



                                            By /s/ John J. Schiff, Jr.
                                               --------------------------------
                                               John J. Schiff, Jr.
                                               Chief Executive Officer


Pursuant to the requirement of the Securities Act of 1933, this Registration
Statement has been signed by the following persons in the capacities and on the
dates indicated.


                        CINCINNATI FINANCIAL CORPORATION


<TABLE>
<CAPTION>
     Signature                                  Title                          Date
     ---------                                  -----                          ----
<S>                                     <C>                             <C>
/s/ John J. Schiff, Jr.                 Chief Executive Officer         February 26, 2003
- -----------------------                 Director (Principal
John J. Schiff, Jr.                     Executive Officer)


/s/ Kenneth W. Stecher                  Senior Vice President and       February 26, 2003
- -----------------------                 Chief Financial Officer
Kenneth W. Stecher                      (Principal Financial and
                                        Accounting Officer)

/s/ William F. Bahl                     Director                        February 26, 2003
- -----------------------
William F. Bahl

/s/ James E. Benoski                    Director                        February 26, 2003
- -----------------------
James E. Benoski

                                        Director                        February __, 2003
- -----------------------
Michael Brown

                                        Director                        February __, 2003
- -----------------------
John E. Field
</TABLE>


                                       8
<PAGE>

<TABLE>
<S>                                     <C>                             <C>

/s/ Kenneth C. Lichtendahl              Director                        February 26, 2003
- -----------------------
Kenneth C. Lichtendahl

                                        Director                        February __, 2003
- -----------------------
W. Rodney McMullen

/s/ Gretchen W. Price                   Director                        February 26, 2003
- -----------------------
Gretchen W. Price

                                        Director                        February __, 2003
- -----------------------
Robert C. Schiff

/s/ Thomas R. Schiff                    Director                        February 26, 2003
- -----------------------
Thomas R. Schiff

                                        Director                        February __, 2003
- -----------------------
Frank J. Schultheis

/s/ John M. Shepherd                    Director                        February 26, 2003
- -----------------------
John M. Shepherd

                                        Director                        February __, 2003
- -----------------------
Larry R. Webb

                                        Director                        February __, 2003
- -----------------------
Alan R. Weiler

/s/ E. Anthony Woods                    Director                        February 26, 2003
- -----------------------
E. Anthony Woods
</TABLE>



                                       9
<PAGE>

                                INDEX TO EXHIBITS


<TABLE>
<CAPTION>
EXHIBIT NO.                  DESCRIPTION                                PAGE
- -----------                  -----------                                ----
<S>                          <C>                                        <C>
 4                           Cincinnati Financial Corporation
                             Amended Stock Option Plan No. VII           11

 5, 23(b)                    Opinion of Beckman, Weil, Shepardson
                             and Faller LLC                              15

  23(a)                      Consent of Deloitte & Touche LLP
                             Independent Auditors                        16
</TABLE>








                                       10


</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-4
<SEQUENCE>3
<FILENAME>l99156aexv4.txt
<DESCRIPTION>EXHIBIT 4
<TEXT>
<PAGE>

                                                                       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.

                                       11
<PAGE>

        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

                                       12
<PAGE>

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

                                       13
<PAGE>

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.







                                       14

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-5
<SEQUENCE>4
<FILENAME>l99156aexv5.txt
<DESCRIPTION>EXHIBIT 5
<TEXT>
<PAGE>

                                                               EXHIBIT 5, 23(b)

                    BECKMAN, WEIL, SHEPARDSON AND FALLER, LLC
                                Attorneys at Law
                  120 E. Fourth Street, 1200 Mercantile Center
                              Cincinnati, OH 45202
                  Fax (513) 621-0106 - Telephone (513) 621-2100


                                                         Writer's E-Mail Address
                                                    pshepardson@beckman-weil.com


                               February 26, 2003


Cincinnati Financial Corporation
Cincinnati Financial Center
Post Office Box 145496
Cincinnati, Ohio 45214-5496

Gentlemen:

        With respect to the Registration Statement on Form S-8 filed by
Cincinnati Financial Corporation with the Securities and Exchange Commission for
the purpose of registering under the Securities Act of 1933, as amended, 100,000
shares of Common Stock of Cincinnati Financial Corporation, we have examined
such documents and questions of law as we have considered necessary or
appropriate for the purpose of this opinion and, on the basis of such
examination, we advise you that, in our opinion, when the stock has been issued
as contemplated by the Registration Statement and by the Cincinnati Financial
Corporation Amended Stock Option Plan No. VII, the stock will be legally
issued, fully paid and non-assessable.

        We consent to the filing of this opinion as an exhibit to the
Registration Statement.


                               Very sincerely yours,

                               BECKMAN, WEIL, SHEPARDSON AND FALLER, LLC



                               By: /s/ W. Philip Shepardson, Jr.
                                  --------------------------------------
                                  W. Philip Shepardson, Jr.

WPS/kg




                                       15

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-23.A
<SEQUENCE>5
<FILENAME>l99156aexv23wa.txt
<DESCRIPTION>EXHIBIT 23(A)
<TEXT>
<PAGE>

                                                                   EXHIBIT 23(a)



                                                            Deloitte & Touche

INDEPENDENT AUDITORS' CONSENT


We consent to the incorporation by reference in this Registration Statement of
Cincinnati Financial Corporation on Form S-8 of our reports dated February 6,
2002, appearing in and incorporated by reference in the Annual Report on Form
10-K of Cincinnati Financial Corporation for the year ended December 31, 2001
and to the reference to us as experts in this Registration Statement.


/s/ Deloitte & Touche LLP




Cincinnati, Ohio
February 25, 2003



                                       16






</TEXT>
</DOCUMENT>
</SEC-DOCUMENT>
-----END PRIVACY-ENHANCED MESSAGE-----
