STOCK PURCHASE AGREEMENT

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                                  EXHIBIT 10.3

                            STOCK PURCHASE AGREEMENT

      THIS STOCK PURCHASE AGREEMENT (this "Agreement"), dated November 12, 2004,

is by and between Cincinnati Financial Corporation, an Ohio corporation

("Cincinnati Financial"), and Robert C. Schiff, Trustee, Robert C. Schiff

Revocable Trust originally dated November 21, 2001 (the "Trust").

      WHEREAS, the Trust currently owns and desires to sell 1,000,000 shares

(the "Stock") of Cincinnati Financial's common stock, par value $2.00 per share

(the "Common Stock"); and

      WHEREAS, the Trust desires to sell to Cincinnati Financial and Cincinnati

Financial desires to purchase from the Trust the Stock upon the terms and

conditions hereinafter provided.

      NOW, THEREFORE, in consideration of the foregoing, in reliance upon

representations and warranties contained herein, and subject to the conditions

contained herein, the parties hereto, intending to be legally bound hereby,

agree as follows:

                                   ARTICLE I

                           PURCHASE AND SALE OF SHARES

      Section 1.1 Purchase and Sale of Common Stock. Subject to the terms and

conditions set forth in this Agreement, the Trust hereby agrees to sell,

transfer, convey and assign to Cincinnati Financial, and Cincinnati Financial

hereby agrees to purchase from the Trust, the Stock at a cash purchase price

determined in accordance with Section 1.2 below.

      Section 1.2 Purchase Price. The aggregate purchase price (the "Purchase

Price") which Cincinnati Financial shall pay to the Trust for the Stock on the

Closing Date in accordance with Section 1.4 below, shall be equal to 99% of the

product of (a) 1,000,000 multiplied by (b) the last reported sale price per

share of the Common Stock on the Nasdaq National Market at the close of trading

on November 12, 2004.

      Section 1.3 Closing. The closing of the purchase and sale of the Stock

(the "Closing"), shall be at 10:00 a.m. Eastern Time at the offices of

Cincinnati Financial, 6200 S. Gilmore Road, Fairfield, Ohio 45014-5141 on the

15th day of November, 2004 (the "Closing Date"); provided, that the conditions

set forth in Article 3 of this Agreement have been satisfied or waived; and

provided, further, that the Closing may occur on such other date or at such

other time or place as the parties may mutually agree in writing.

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      Section 1.4 Closing Deliveries. At the Closing, the Trust shall deliver to

Cincinnati Financial one or more stock certificates representing the Stock, duly

endorsed for transfer or accompanied by stock powers duly executed in blank; and

Cincinnati Financial shall pay to the Trust the Purchase Price by direct deposit

of the Purchase Price directly into one or more accounts designated by the Trust

in writing to Cincinnati Financial.

                                   ARTICLE II

                         REPRESENTATIONS AND WARRANTIES

      Section 2.1 Representations of Cincinnati Financial. Cincinnati Financial

hereby represents and warrants to the Trust as follows:

                  (a) Cincinnati Financial is a Ohio corporation validly

subsisting and in good standing under the laws of the State of Ohio and has all

requisite corporate power and authority to enter into this Agreement and

consummate the transactions contemplated hereby.

                  (b) Upon execution of this Agreement by Cincinnati Financial,

this Agreement will be duly authorized, executed and delivered by Cincinnati

Financial, and will constitute a valid and binding obligation of Cincinnati

Financial, enforceable against Cincinnati Financial in accordance with its

terms, subject to applicable bankruptcy, reorganization, insolvency, moratorium

or similar laws affecting creditors' rights generally and general principles of

equity.

                  (c) No authorization, consent or approval of or with any third

person, any court, any public body or any regulatory or other authority is

necessary for the consummation by Cincinnati Financial of the transactions

contemplated by this Agreement, except for those which if not obtained would not

materially adversely affect Cincinnati Financial's ability to perform its

obligations hereunder. The execution, delivery and performance of this Agreement

by Cincinnati Financial will not constitute a breach, violation or default (or

an event which, with notice or lapse of time or both, will constitute a default)

under, or result in the termination or acceleration under, or result in a

creation of any lien or encumbrance upon any of the properties o