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                                                                   Exhibit 10.11


                            NON-COMPETITION AGREEMENT
                  (hereinafter referred to as the "Agreement")


         This Agreement, entered into this ____ day of December, 2002, by and
between American Financial Group, Inc., an Ohio corporation ("AFG") and Infinity
Property and Casualty Corporation, an Ohio corporation ("Company").


                                   WITNESSETH

         WHEREAS, AFG, through its wholly-owned subsidiary, American Premier
Underwriters, Inc. ("APU") has sponsored the formation of Company;

         WHEREAS, Company has filed a registration statement under the
Securities Act for the purpose of selling a portion of the common shares owned
by APU;

         WHEREAS, Company wishes to secure AFG's agreement not to compete with
Company and its Subsidiaries in order to enable Company and its Subsidiaries to
successfully conduct personal automobile insurance business written through
independent agents.

         NOW, THEREFORE, in consideration of the premises and of the mutual
covenants and obligations contained herein, the parties hereto agree as follows:

         1. DEFINITIONS. Terms used herein without definition shall have the
meaning set forth in the Formation and Separation Agreement.

         2. NON-COMPETITION.

                  (a) Except as set forth in this Agreement for a period of five
         years following the Closing Date (the "Restricted Period") AFG shall
         not, and shall not permit any of its Post-Closing Subsidiaries to:

                           (i) offer, issue or sell, directly or indirectly
                  within the United States, personal automobile insurance
                  written through independent agents; or

                           (ii) employ, offer to employ or solicit with a view
                  to employment any person employed by the Company whose annual
                  base salary exceeds $50,000; provided, that the foregoing will
                  not prevent AFG from soliciting or hiring any such person if
                  such person's employment has been terminated, without cause,
                  by the Company.


                  (b) Notwithstanding any other provision of this Section 2 to
         the contrary, neither AFG nor any of its Post-Closing Subsidiaries is
         prohibited from:



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                           (i) engaging in any line of business in which it is
                  engaged at completion of the Public Offering, including,
                  without limitation, the offering of personal automobile
                  insurance policies through Mid-Continent Casualty Company and
                  its wholly-owned subsidiaries ("Mid-Continent"), but only
                  within those states where Mid-Continent is offering personal
                  automobile insurance policies at the time of the completion of
                  the Public Offering; or

                           (ii) acquiring an interest in any Person engaged in
                  any line of business except for acquisitions of controlling
                  interests, whether in a single transaction or series of
                  transactions, in any Person or Persons with, in the aggregate,
                  $100,000,000 or more in gross annual written premiums, or,
                  with respect to one Person, 50% or more of its gross revenues
                  (excluding investment income and realized investment gains and
                  losses), attributable to the writing of personal automobile
                  insurance based on the most recent full fiscal year for which
                  financial statements are available (a "PERMITTED ACQUIREE"),
                  provided further, however, that AFG and any of its
                  Post-Closing Subsidiaries may acquire a controlling interest
                  in a Person that is not a Permitted Acquiree if AFG or such
                  Post-Closing Subsidiary promptly divests the personal
                  automobile insurance operations of such Person. For purposes
                  of this Agreement, a "controlling interest" in a Person means
                  having the power to direct or cause the direction of
                  management and policies of such Person through the ownership
                  of voting securities.

                  (c) Section 2(a)(i) and (ii) shall also be binding upon any
         person who has a controlling interest in AFG as of the Closing Date
         until such time, however, that the person ceases to have a controlling
         interest in AFG. AFG shall cause each such person to comply with the
         terms and conditions hereof.

                  (d) Section 2(a)(i) and (ii) shall not be binding upon a
         Post-Closing Subsidiary of AFG after the time such Person ceases to be
         a Post-Closing Subsidiary of AFG. For avoidance of doubt, Section
         2(a)(i) and (ii) also does not apply to any person which on or after
         the Closing Date becomes an Affiliate (other than a Post-Closing
         Subsidiary) of AFG, including any person that acquires all or
         substantially all of the capital stock or assets of AFG.

                  (e) The Company and AFG agree that money damages alone would
         not be a sufficient remedy for any breach of this Section 2 by AFG, its
         Post-Closing Subsidiaries, or any person having a controlling interest
         in AFG, and that, in addition to all other remedies, including monetary
         relief, the Company shall be entitled to specific performance and
         injunctive or other equitable relief as a remedy for any such breach.

         3. NO INCONSISTENT ACTIONS. The parties hereto shall not voluntarily
undertake or fail to undertake any action or course of action inconsistent with,
or to avoid





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or evade, the provisions or essential intent of this Agreement. Furthermore, it
is the intent of the parties hereto to act in a fair and reasonable manner with
respect to the interpretation and application of the provisions of this
Agreement.

         4. SEVERABILITY. If any term or other provision of this Agreement is
invalid, illegal or incapable of being enforced by any law, rule or regulation
or public policy, all other terms and provisions of this Agreement shall
nevertheless remain in full force and effect so long as the economic or legal
substance of the transactions contemplated hereby is not affected in any manner
materially adverse to any party. Upon such determination that any term or other
provision is invalid, illegal or incapable of being enforced, the parties hereto
shall negotiate in good faith to modify this Agreement so as to effect the
original intent of the parties as closely as possible in an acceptable manner in
order that the transactions contemplated hereby are consummated as originally
contemplated to the greatest extent possible.

         IN WITNESS WHEREOF, the parties have caused this Agreement to be duly
executed as of the day and year first above written.

                                            AMERICAN FINANCIAL GROUP, INC.

                                            By:
                                               ---------------------------------
                                            Name:
                                                 -------------------------------
                                            Title:
                                                  ------------------------------



                                            INFINITY PROPERTY AND CASUALTY
                                            CORPORATION

                                            By:
                                               ---------------------------------
                                            Name:
                                                 -------------------------------
                                            Title:
                                                  ------------------------------