AMERICAN FINANCIAL GROUP, INC.
                                
                                
                                
                       AUXILIARY RASP PLAN
                                
                      AMENDED AND RESTATED
                                
                      AS OF JANUARY 1, 1998




















<PAGE>
                 AMERICAN FINANCIAL GROUP, INC.
                      AUXILIARY RASP PLAN
                      AMENDED AND RESTATED
                     As of January 1, 1998

                                                                     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"                                                 2
     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      "Retirement Contributions Account"                     2
     2.19      "Year of Service"                                      2
ARTICLE 3.     PARTICIPATION                                          2
     3.1       Eligibility                                            2
     3.2       Participation in the Plan                              3
     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 Return                                      5
     4.5       Statement of Account                                   5
ARTICLE 5.     PAYMENT OF ACCOUNT                                     6
     5.1       Payment After the Expiration Date, Death, 
                 Retirement or Disability.                            6
     5.2       Hardship Distribution                                  7
     5.3       Beneficiary Designation and Payment                    7
ARTICLE 6.     GENERAL PROVISIONS                                     8
     6.1       Employee's Rights Unsecured                            8
     6.2       Non-Assignability                                      8
<PAGE>     
     6.3       Administration                                         8
     6.4       Amendment and Termination                              8
     6.5       Construction                                           8
     6.6       Limitations                                            8
     6.7       Subsidiaries                                           8



APPENDIX I













<PAGE>
                 AMERICAN FINANCIAL GROUP, INC.

                      AUXILIARY RASP PLAN
                      AMENDED AND RESTATED
                     As of January 1, 1998

ARTICLE 1.     ESTABLISHMENT AND PURPOSE

               The  American Financial Group, Inc. Auxiliary RASP
               Plan  ("Plan")  was established as of  January  1,
               1997.  It is amended and restated as of January 1,
               1998.   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 additional benefit 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  return  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.
<PAGE>
                                -2-     

     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.

     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      "Retirement Contributions Account" means the
               Retirement Contributions Account as defined in the
               RASP.

     2.19      "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 per  month,
               as determined pursuant to the RASP.
<PAGE>
                                -3-

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.  Effective January 1, 1998, 
               a Participant shall automatically become
               a  Participant  in the Plan upon the authorization
               described in Section 3.1.

     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 means   
                    each consecutive 12-month period beginning on the  
                    Employee's employment commencement date and 
                    anniversaries thereof.  A month of service means 
                    a calendar month during any part of which an   
                    Employee completes an Hour of Service.  Vesting  
                    shall be calculated in the same manner as
                    calculated in the RASP.  In addition, each Employee  
                    participating in the Plan shall be credited, for  
                    Service purposes, for his employment with any 
                    subsidiary or affiliate of AFG.

               (c)  A   former   Participant   shall   become   a
                    Participant  immediately  upon   the   former
                    Participant's  return to  the  employ  of  an
                    Employer  if  such former Participant  had  a
                    nonforfeitable  right to  such  Participant's
                    Account.  A former Participant who did not have
                    a nonforfeitable right to his Account at the
                    time of termination shall be considered a new
                    Employee, for vesting purposes, if the number
                    of consecutive One Year Periods of Severance 
                    equal or exceed the greater of (1) five 
<PAGE>                    
                                -4-
                    
                    or (2) the aggregate number of Years  of
                    Service before such Period of Severance.   If
                    such  former Participant's Years  of  Service
                    prior  to  termination exceeds the number  of
                    consecutive  One  Year Periods  of  Severance
                    after  such termination, or if the number  of
                    consecutive One Year Periods of Severance  is
                    less  than five, such Participant shall  have
                    all Years of Service counted.

               (d)  Participation in the Plan will continue until
                    an  Employee  terminates  his  employment  as
                    provided for in Section 4.3 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  return of the Retirement  Contribution
               in the AFG RASP (see Section 4.4), all distributions  
               to the Employee or beneficiary or estate, and any  
               other interest earned on the balance thereof, shall  
               be reflected in the Account.

     4.2       Amount of Allocation.

               (a)  Prior   to   January  1,  1998,  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.
<PAGE>
                                -5-

               (b)  After December 31, 1997, 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) that  would  have
                    been paid by an Employer under the allocation
                    formula  in  the AFG RASP in  excess  of  the
                    amount of the contribution actually allocated
                    to  the  Employee's Retirement  Contributions
                    Account in the AFG RASP (or any other defined
                    contribution  plan  sponsored   by   an   AFG
                    subsidiary)    provided    there    was    no
                    Compensation Limit, as defined in  the  RASP,
                    imposed  by the Code.  The maximum amount  of
                    this   contribution   when   added   to   the
                    contribution  allocated  to  the   Employee's
                    Retirement  Contributions  Account  shall  be
                    $30,000, which amount shall be increased (but
                    not  decreased)  with respect to  adjustments
                    allowed by Section 415 of the Code.

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

               (d)  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 may 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 5.1(a) hereof.

     4.4       Investment Return.  The Participant's Account shall
               be credited (or charged) with interest  at 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 or more 
               frequently as determined by the Administrator.  Such 
               determination shall be final, binding and conclusive 
               on all parties.

     4.5       Statement of Account.  A statement of Account
               will  be sent to each Participant annually or more
               frequently as determined by the Administrator.
<PAGE>
                                -6-

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  
               the Expiration Date occurs, termination of employment 
               after age 60, death or disability, the Participant,  
               or in the event of death, the Beneficiary, may 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.

               (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.
<PAGE>
                                -7-

               (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.

               (e)  Notwithstanding the above, the Participant, or in  
                    the event of death, the Beneficiary, may choose to 
                    defer payment or distribution of the Account to a 
                    time not later than the first calendar quarter of 
                    the year following the year in which the Participant 
                    attains age 65, or in the event of death, would have
                    attained age 65.

     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  I   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 
<PAGE>                    
                                -8-

                    beneficiary or, if none, to the estate, which 
                    beneficiary or estate shall have all the rights 
                    conferred by Section 5.1 above.

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 
<PAGE>               
                                -9-

               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 4.2(a).

                              AMERICAN FINANCIAL GROUP, INC.



                              BY: __________________________________

                             Its: __________________________________







<PAGE>
                           APPENDIX I

                 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: _________________________________