AMERICAN FINANCIAL GROUP, INC.



                       AUXILIARY RASP PLAN

                      AS OF JANUARY 1, 1997








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                 AMERICAN FINANCIAL GROUP, INC.
                       AUXILIARY RASP PLAN
                      As of January 1, 1997


                                                             Page

 ARTICLE 1.   ESTABLISHMENT AND PURPOSE                       1
 ARTICLE 2.   DEFINITIONS                                     1
     2.1      "Account"                                       1
     2.2      "Administrator"                                 1
     2.3      "AFG"                                           1
     2.4      "AFG RASP"                                      1
     2.5      "Agreement"                                     1
     2.6      "American Financial Group"                      1
     2.7      "Code"                                          1
     2.8      "Employee"                                      2
     2.9      "Employer"                                      2
     2.10     "ERISA"                                         2
     2.11     "Expiration Date"                               2
     2.12     "Hour of Service"                               2
     2.13     "One Year Period of Severance"                  2
     2.14     "Participant"                                   2
     2.15     "Plan Year"                                     2
     2.16     "RASP"                                          2
     2.17     "Retirement Contribution"                       2
     2.18     "Year of Service"                               2
 ARTICLE 3.     PARTICIPATION                                 2
     3.1      Eligibility                                     2
     3.2      Participation in the Plan                       2
     3.3      Vesting                                         3
 ARTICLE 4.     COMPENSATION ALLOCATED                        4
     4.1      AFG Auxiliary RASP Account                      4
     4.2      Amount of Allocation                            4
     4.3      Term of Deferral                                5
     4.4      Investment Performance                          5
     4.5      Statement of Account                            5
 ARTICLE 5.   PAYMENT OF ACCOUNT                              5
     5.1      Payment After the Expiration Date, Death,
               Retirement or Disability.                      5
     5.2      Hardship Distribution                           6
     5.3      Beneficiary Designation and Payment             7
 ARTICLE 6.   GENERAL PROVISIONS                              7
     6.1      Employee's Rights Unsecured                     7
     6.2      Non-Assignability                               7
     6.3      Administration                                  7
     6.4      Amendment and Termination                       8
     6.5      Construction                                    8
     6.6      Limitations                                     8
     6.7      Subsidiaries.                                   8

APPENDIX I

APPENDIX II

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                 AMERICAN FINANCIAL GROUP, INC.

                       AUXILIARY RASP PLAN
                      As of January 1, 1997

ARTICLE 1.     ESTABLISHMENT AND PURPOSE

               The American Financial Group, Inc. Auxiliary RASP
               Plan ("Plan") is established as of January 1,
               1997.  The purpose of the Plan is to enable
               eligible Employees of American Financial Group,
               Inc. ("AFG"), and certain of its subsidiaries and
               affiliates (collectively "Employers" and
               singularly "Employer"), who are eligible to
               participate in the Retirement Contribution portion
               of the American Financial Group Retirement and
               Savings Plan (the "RASP") or any other defined
               contribution plan sponsored by an AFG subsidiary
               to have an alternative to the RASP or such other plan.

               The Plan is being established by AFG and the other
               Employers for the benefit of their respective
               eligible Employees who are not eligible for
               another nonqualified Plan of AFG or any other
               Employer.  With respect to Employees not directly
               employed by AFG, such Employers shall annually
               forward the amount necessary to fund the
               contributions for the Account of each eligible
               Employee as determined pursuant to Section 4.2 and
               thereafter the Account (the investment performance
               as determined pursuant to Section 4.4) of each
               Employee is the obligation of AFG.


ARTICLE 2.     DEFINITIONS

     2.1      "Account" means the account established by the
               Administrator pursuant to Section 3.1.

     2.2      "Administrator" means the person or committee
               appointed by the President of AFG responsible for
               the administration of the Plan.

     2.3      "AFG" means American Financial Group.

     2.4      "AFG RASP" means the American Financial Group
               Retirement and Savings Plan.

     2.5      "Agreement" means the written election of a
               Participant to participate in the Plan in the form
               attached hereto as Appendix I.

     2.6           "American Financial Group" means American
               Financial Group, Inc., its successors and assigns.

     2.7      "Code"means the Internal Revenue Code of 1986, as
               amended.
<PAGE>
     2.8      "Employee" means all common law employees of an
               Employer as further described in the AFG RASP.

     2.9      "Employer" means AFG and certain of its
               subsidiaries and affiliates who have adopted the
               Plan.

     2.10     "ERISA" means the Employee Retirement Income
               Security Act of 1974, as amended.

     2.11     "Expiration Date" means the date in which a
               Participant incurs five consecutive One Year
               Periods of Severance.

     2.12     "Hour of Service" means each hour an Employee is
               entitled to payment by an Employer as further
               described in the AFG RASP.

     2.13     "One Year Period of Severance" means any 12-month
               period during which a Participant does not
               complete a month of service pursuant to the terms
               of the RASP.

     2.14     "Participant" means an Employee who becomes
               eligible pursuant to Article 3.

     2.15     "Plan Year" means the twelve month period
               beginning each January 1 and ending December 31 on
               which the records of the Plan are kept.

     2.16     "RASP"  means the AFG RASP.

     2.17     "Retirement Contribution" means the employer
               retirement contribution made by an Employer
               pursuant to the terms of the AFG RASP.

     2.18     "Year of Service" means each 12-month period
               beginning on the Employee's employment
               commencement date during which a Participant
               completes at least one Hour of Service, as
               determined pursuant to the RASP.
<PAGE>
ARTICLE 3.     PARTICIPATION

     3.1       Eligibility.  The Employees who are eligible to
               become a Participant in the Plan are those
               officers and other key employees of an Employer
               who are authorized by the Board of Directors of
               AFG to participate in the Plan or have been
               specifically authorized to participate in the Plan
               by an employment agreement between an Employer and
               a person employed by an Employer.

     3.2       Participation in the Plan.  A Participant elects,
               subject to the provisions of  the Plan, to
               participate in the Plan by delivering before March
               15, or such earlier time as may be directed by the
               Plan Administrator, of the first Plan Year the
               Participant is eligible to participate, a properly
               executed Agreement to the Administrator.  The
               Agreement shall conform to the terms and
               conditions of the Plan and shall include an
               election not to participate in the Retirement
               Contribution of the AFG RASP or any other defined
               contribution plan sponsored by an AFG subsidiary.
               An Employee's election to participate in the Plan
               may not be revoked during the Plan Year.  An
               employee may only revoke this election by
               notifying the Plan Administrator in writing by
               December 1 of the Plan Year for the termination to
               be effective in the next following Plan Year.  All
               Employees who were participants of the AFC
               Auxiliary ESORP shall automatically be
               participants in this Plan subject to the elections
               made under such plan without executing a new Agreement.

     3.3      Vesting.

               (a)  A Participant's interest in his Account shall
                    become vested and nonforfeitable to the
                    extent of the following percentages based
                    upon full Years of Service with an Employer:

                                           Percentage   Percentage
                    Year of Service          Vested      Forfeited

                    Fewer than five years       0%        100%

                    At least five years       100%          0%

                    An Employee forfeits all non-vested rights to an Account
                    after the Plan Year after five consecutive One Year
                    Periods of Severance have occurred.

                    (b)  For purposes of vesting, a Year of Service shall
                         be credited for each 12-month period beginning on the
                         Employee's employment commencement date during which
                         an Employee completes a month of service.  In
                         addition, each Employee participating in the Plan
                         shall be credited, for Service purposes, for his
                         employment with any subsidiary or affiliate of AFG.
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                    (c)  In computing full Years of Service hereunder, any
                         Employee who has a One Year Period of Severance shall
                         not receive credit for Years of Service prior to such
                         break until one full Year of Service has been
                         completed after return to service.  In addition,
                         Years of Service by any Employee after any five
                         consecutive One Year Periods of Severance shall not
                         be taken into account for purposes of determining the
                         nonforfeitable percentage of an Employee's interest
                         derived from compensation deferred by the Employee
                         which accrued before such five consecutive One Year
                         Periods of Severance.

                    Further, when computing full Years of Service
                    hereunder, the Employer shall establish and
                    maintain a separate Account for each Employee
                    who has incurred a One Year Period of
                    Severance and has subsequently returned to
                    the employment of an Employer. The purpose of
                    maintaining such separate Accounts will be to
                    insure that allocations to any Employee are
                    properly made to determine the nonforfeitable
                    percentage of accrued interest in accordance
                    with the above.

               (d)  Participation in the Plan will continue until
                    an Employee terminates his employment as
                    provided for in Section  or for as long as he
                    has an interest in the Plan that has not been
                    distributed to him or for his benefit.

ARTICLE 4.     COMPENSATION ALLOCATED

     4.1       AFG Auxiliary RASP Account.  An Account will be
               established for each Employee who elects to
               participate in the Plan. The Account will be
               maintained by the Administrator.  All allocations
               on behalf of an Employee shall be deferred and all
               increases or decreases in the Account due to
               investment performance of the Retirement
               Contributions in the AFG RASP (see Section ), all
               distributions to the Employee or beneficiary or
               estate, and any other interest earned on the
               balance thereof, shall be reflected in the Account.
<PAGE>
     4.2      Amount of Allocation.

               (a)  The amount allocated to an Employee's Account
                    shall be deferred and shall be the same
                    percentage of an Employee's gross income (as
                    defined in Section 61(a) of the Code) paid by
                    any Employer as would have been allocated to
                    an Employee's Retirement Contributions
                    account in the AFG RASP (or any other defined
                    contribution plan sponsored by an AFG
                    subsidiary) up to a maximum of $30,000, which
                    amount shall be increased (but not decreased)
                    with respect to adjustments allowed by
                    Section 415 of the Code.

                    Provided, however, that  the initial amount
                    of compensation allocated and deferred shall
                    include an amount equivalent to the amount
                    that would have been allocated in an
                    Employee's Retirement Contributions account
                    or predecessor defined contribution plan
                    account for the Plan Year prior to
                    participation in this Plan but for
                    limitations and rules existing in the Code as
                    of the date hereof.

               (b)  Allocations under this Plan for any Plan Year
                    shall be credited to an Employee's Account as
                    of December 31 of such Plan Year.

               (c)  A Participant's Accounts shall also include
                    amounts previously credited under the AFC
                    Auxiliary ESORP, if any.

     4.3       Term of Deferral.  The Agreement shall provide
               that all amounts posted to the Account shall be
               paid upon the earlier of (1) retirement or
               termination of employment at age 60 or over, (2)
               death, (3) Total Disability or (4) the Expiration
               Date.  Commencing in the first quarter of the year
               following an Expiration Date, payments from the
               Account shall be made in accordance with the
               provisions specified in Section  hereof.

     4.4       Investment Performance.  The Participant's Account
               shall be credited (or charged) with interest at a
               rate determined by the Treasurer of AFG to be the
               same rate as earned on the Retirement
               Contributions accounts under the RASP (investment
               income plus or minus "investment performance"
               under the Retirement Contributions account of the
               RASP) as of each December 31 prior to the
               Expiration Date.  Such determination shall be
               final, binding and conclusive on all parties.

     4.5       Statement of Account.  A statement of Account for the
               preceding calendar year will be sent to each Participant
               annually no later than February 28 until the complete
               distribution of the Participant's Account.
<PAGE>
ARTICLE 5.     PAYMENT OF ACCOUNT

     5.1       Payment After the Expiration Date, Death,
               Retirement or Disability.

               (a)  Within 90 days following the end of the year
                    in which Expiration Date occurs, termination
                    of employment after age 60, death or
                    disability, the Participant, or in the event
                    of death, the Beneficiary, shall choose
                    payment or distribution of the Account under
                    one of the following payment options:

                    (1)  The Account may be applied to the
                         purchase of an immediate or deferred
                         life annuity contract, on the sole life
                         of the Participant, or jointly on the
                         lives of the Participant and a
                         beneficiary named by the Participant.
                         The annuity contract shall be purchased
                         from an insurance company to be
                         determined at the sole discretion of AFG
                         provided that such insurance company
                         shall have a current rating of A
                         (Excellent) or better from Bests'
                         Insurance Reports.

                    (2)  The Account may be paid out as if the
                         Participant purchased an immediate or
                         deferred life annuity contract, on the
                         sole life of the Participant, or jointly
                         on the lives of the Participant and the
                         beneficiary named by the Participant.
                         Such payment of the Account shall be as
                         if AFG purchased an annuity contract
                         from an insurance company to be
                         determined at the sole discretion of AFG
                         provided that such insurance company
                         shall have a rating of A (Excellent) or
                         better from Bests' Insurance Reports and
                         using as the interest rate assumption,
                         the same interest rate as such insurance
                         company would provide.

                    (3)  The Account may be paid in a lump sum in
                         cash.

                    The Employer may take into consideration, but
                    is not bound by, the Employee's preference as
                    to the payment options.

                    The annuity contract provided for in
                    paragraph 5.l(a)(l) shall provide for, and
                    payments provided for in paragraph 5.l(a)(2)
                    shall be made, in equal installments over the
                    expected life span of Participant which shall
                    be determined by standard actuarial tables
                    then in existence.
<PAGE>
               (b)  Within 30 days of AFG's choice of payment
                    option, AFG will purchase such annuity, begin
                    to make payments or make the lump sum
                    payment.

               (c)  Notwithstanding the payment option chosen by
                    AFG, after the commencement of payments from
                    the Account, the Administrator, at his sole
                    discretion, may accelerate payment of any
                    amount remaining in the Account to the extent
                    that the amounts being paid are not
                    sufficiently large to warrant the
                    administrative expense then being incurred to
                    administer such payments.

               (d)  Any applicable federal, state and local taxes
                    will be withheld from the gross amounts paid.
                    Neither the Participant nor any designated
                    beneficiary shall have any right, directly or
                    indirectly, to alienate, assign, pledge or in
                    any way encumber any amount that is payable
                    from the Account.

          5.2  Hardship Distribution.  Distribution of payments
               from a Participant's Account prior to the
               Expiration Date shall be made only if the
               Administrator, after consideration of an
               application by the Participant, determines that
               the Participant has sustained financial hardship
               caused by events beyond the Participant's control.
               In such event, the Administrator may, at his sole
               discretion, direct that all or a portion of the
               Account be paid to the Participant in such manner,
               and at such times as determined by the Administrator.

          5.3  Beneficiary Designation and Payment.

               (a)  The Participant shall have the right to
                    designate a beneficiary hereunder and to
                    change any beneficiary previously designated.
                    Such designation shall be made by the
                    Participant delivering to the Administrator a
                    writing setting forth the name and address of
                    the person or persons so designated with a
                    statement by the Participant of the intention
                    that the person or persons so designated be
                    the beneficiary or beneficiaries hereunder.
                    The last-dated and filed beneficiary
                    designation shall cancel all earlier filed
                    designations. (Appendix II provides the
                    acceptable form of beneficiary designation.)

               (b)  In the event of the Participant's death
                    before or after the commencement of payments
                    from the Account, then the amount otherwise
                    payable to the Participant shall be paid to
                    the designated beneficiary or, if none, to
                    the estate, which beneficiary or estate shall
                    have all the rights conferred by Section above.
<PAGE>
ARTICLE 6.     GENERAL PROVISIONS

     6.1       Employee's Rights Unsecured.  The right of any
               Employee to receive payments under the provisions
               of the Plan shall be an unsecured claim against
               the general assets of the Employers.  It is not
               required or intended that the amounts credited to
               the Employee's Account be segregated on the books
               of AFG or be held by the Employers in trust for
               the Employee. All credits to the Account are for
               bookkeeping purposes only.

     6.2       Non-Assignability.  The right to receive payments
               hereunder shall not be transferable or assignable
               by an Employee, except by will or by the laws of
               descent and distribution. Any other attempted
               assignment or alienation of payments hereunder
               shall be void and of no force or effect.

     6.3       Administration.  The Administrator shall have the
               authority to adopt rules, regulations and
               interpret, construe and implement the provisions
               of the Plan according to the laws of the State of
               Ohio, to the extent not preempted by ERISA.

     6.4       Amendment and Termination. The Plan may at any
               time or from time to time be amended or terminated
               by AFG.  No amendment, modification or termination
               shall adversely affect the Employee's accrued
               rights under the Plan.  Any such amendment,
               modification or termination shall be in a writing
               signed by an officer of AFG and approved by the
               Board of Directors of AFG.

     6.5       Construction.  The masculine gender, where
               appearing in this Plan, shall be deemed to also
               include the feminine and neuter genders.  The
               singular shall also include the plural, and the
               plural, the singular, where appropriate.

     6.6       Limitations.  The Plan does not constitute a
               contract of employment, and participation in the
               Plan will not give any Employee the right to be
               retained in the employ of an Employer or any right
               or claim to any benefit under the terms of the
               Plan, unless such right or claim has specifically
               accrued pursuant to the provisions of his
               Agreement with the Employer.  This Plan does not
               confer the right for an Employee to receive a
               bonus.

     6.7       Subsidiaries. Each subsidiary of AFG who employs
               an Employee shall be obligated to make payments to
               AFG to fund each eligible Employee's Account. The
               amount paid to AFG shall be in the proportion that
               such subsidiary's compensation paid to an Employee
               bears to an Employee's gross income determined
               under Section .
<PAGE>
                              AMERICAN FINANCIAL GROUP, INC.


                              BY:

                             Its:









<PAGE>
                           APPENDIX I

                     PARTICIPATION AGREEMENT



American Financial Group, Inc.
One East Fourth Street
Cincinnati, Ohio 45202

Attention:     Secretary

Gentlemen:

     I am in receipt of the American Financial Group, Inc.
Auxiliary RASP Plan (the "Plan"), as adopted by the Board of
Directors of American Financial Group, Inc..  I have read and
reviewed the Plan, and I hereby elect to participate in the Plan
and agree to be bound by and fully comply with the terms and
conditions of the Plan.  I acknowledge that my election to
participate in the Plan means that I am not going to participate,
beginning _________________ and forward, in the [American
Financial Group Retirement and Savings Plan] or [subsidiary
defined contribution plan].

     I acknowledge that it is my obligation to notify the Administrator
of the Plan in writing by December 1 of any year in the event I wish to
terminate participation in the Plan for the following Plan Year and
re-activate participation in the American Financial Group Retirement
and Savings Plan or [subsidiary defined contribution plan].

     I hereby acknowledge that I am not relying on any tax advice
given to me by American Financial Group, Inc. or by any
affiliate, employee, contractee, agent, director or officer
thereof regarding federal or state income or estate tax
consequences arising to me or my estate, heirs or devisees as a
result of my participation in the Plan.  I further hereby
acknowledge that I have been advised to consult with my own tax
advisors regarding any such tax consequences to me.

Very truly yours, Employee

_______________________________
Signature

_______________________________
Name typed or printed

S.S. No.________________________

Date:__________________________
<PAGE>
                           APPENDIX II
                 AMERICAN FINANCIAL GROUP, INC.
                         AUXILIARY RASP

                   DESIGNATION OF BENEFICIARY
                   ___________________________

TO:  The Board of Directors
     American Financial Group, Inc.

     I hereby direct that upon my death all or any payments to be
made or remaining to be paid in accordance with rights granted to
me under the Auxiliary RASP Plan shall be paid as follows:

     (A)  Primary Beneficiary
     Name or Names of Persons or
          Trust:
     Address:

                              Date of Birth or of Trust:
                              Name of Trustee if applicable:
     Telephone Number:
     Social Security Number or
               T.I.N.:

     (B)  Alternative Beneficiary (in the event of the  death  or
          non-existence of the Primary Beneficiary listed above):
     Name:
     Address:

     Date of Birth or of Trust:
     Name of Trustee if applicable:
     Telephone Number:
     Social Security Number or
               T.I.N.:

      The  undersigned hereby reserves the right  to  change  the
beneficiary  or beneficiaries designated herein at  any  time  by
filing in writing a new Designation of Beneficiary form with  the
Plan Administrator.

WITNESS:


                              EMPLOYEE:
                              Date:

                         ACKNOWLEDGMENT

                              AMERICAN FINANCIAL GROUP, INC.


Date:                              By:
S1-8