AMERICAN FINANCIAL GROUP, INC.

                   STOCK OPTION LOAN PROGRAM


                  Adopted on January 26, 1984,

                   as amended March 28, 1985,

                        February 8, 1991

                       and April 3, 1995
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                 AMERICAN FINANCIAL GROUP, INC.
                   STOCK OPTION LOAN PROGRAM


1.   Purpose
     The purpose of the Stock Option Loan Program (the "Loan Prog
ram") is to assist in the exercise of options granted under the
American Financial Group, Inc. (the "Company") Stock Option Plan
(the "Plan").  Consistent with this purpose, the Loan Program aut
horizes the Company to make loans to certain participants in the
Plan on the terms and conditions hereinafter set forth. Unless
otherwise defined herein, terms defined in the Plan shall have
the same meaning herein as in the Plan.

2.   Administration
The Loan Program shall be administered by the Compensation
Committee or a successor committee or subcommittee (the "Commit
tee") of the Board of Directors of the Company (the "Board").
Subject to the express provisions of the Loan Program, the
Committee shall have exclusive power to determine those individu
als who shall be eligible to participate in the Loan Program and
the terms and conditions to which loans under the Loan Program
(the "Loans") may be subject.  Subject again to the express
provisions of the Loan Program, the Committee shall have full and
final authority to interpret the Loan Program and establish,
adopt or revise such rules and regulations and to make all
determinations relating to the Loan Program as it may, from time
to time, deem necessary or advisable for the administration of
the Loan Program.  The Committee's interpretation of the Loan
Program and all of its actions and decisions with respect to the
Loan Program shall be final, binding and conclusive on all par
ties.

3.   Options For Which Loan Program Is Available

     The Loan Program shall be available in connection with the
exercise by Eligible Participants (as defined in Paragraph 4
hereof) of all Incentive Options granted on or after January 26,
1984 and all Non-Incentive Options, regardless of the date of
grant.

4.   Eligible Participants

     Eligible Participants shall be Employees and directors of
the Company who are Participants in the Plan as such Eligible
Participants may be limited from time to time by the Committee.
The term "Employee" shall mean any person (including any officer)
employed by the Company or a Subsidiary on a full-time salaried
basis.  The term "Subsidiary" shall mean any corporation a majori
ty of the outstanding voting stock or voting power of which is
beneficially owned directly or indirectly by the Company.  The
term "Participant" shall mean an Eligible Participant who obtains
a Loan pursuant to this Loan Program.



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5.   Terms and Conditions of Loans

     Each Loan shall be evidenced by a written secured promissory
note (a "Note") from the Participant payable to the order of the
Company in such form as shall comply with the applicable terms
and conditions of the Loan Program.  In addition, any Note may
include or contain other terms and conditions that are not incon
sistent with the provisions of the Loan Program.
     
     (a)  Timing and Amount of Loan
     
          Except as otherwise provided in the last sentence of
     this subparagraph (a), an Eligible Participant may obtain a
     Loan only at the time of, and in connection with, the
     exercise of an Option for which the Loan Program is avail
     able, as described in Paragraph 3 hereof.  An Eligible
     Participant may borrow up to 95% of the purchase price of
     the Shares with respect to which the Option is being exer
     cised and up to 100% of the applicable federal, state or
     local taxes for which the Company (or a Subsidiary) has a
     withholding obligation in connection with such exercise, and
     proceeds of the Loan may be used only for such purposes.  An
     Eligible Participant may obtain a Loan at a time subsequent
     to the time of exercise of an Option for the purpose of
     satisfying any applicable taxes for which there is a with
     holding obligation which arises at such subsequent time
     rather than at the time of exercise.
          
          (b)  Interest Rate and Payments
          
               Each Note shall accrue and bear interest compound
          ed on each June 30 and December 31 at a rate per annum
          equal to:
               (i)  except as otherwise provided in clauses (ii)
               and (iii) of this subparagraph (b), the rate per
               annum publicly announced from time to time by
               Chemical Bank, New York, New York, as the prime
               rate in effect for 90-day loans to prime commer
               cial customers as such prime rate is in effect at
               the beginning of each such quarter, provided,
               however, that such interest rate shall in no case
               be less than the test rate prescribed under Sec
               tions 483, 1274 or 7872 of the United States In
               ternal Revenue Code (the "Code"), if applicable,
               or any successor provisions;
               
               (ii)  if the Loan was obtained in connection with
               the exercise of an Incentive Option granted on or
               after February 8, 1991 or a Non-Incentive Option,
               the applicable short-term or mid-term federal rate
               for loans compounded semiannually in effect under
               Section 7872 of the Code, or any successor provi
               sion, as of the date of the Loan;
               
               
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               (iii)  if the Loan was outstanding on February 8,
               1991, the applicable short-term federal rate for
               loans compounded semiannually in effect under
               section 7872 of the Code as of February 8, 1991.
               Interest shall be payable at the same time as the
               principal of the Note shall be payable.
               
          (c)  Term of Loan
          
               Each Loan shall become due and payable upon the
          first to occur of any of the following events:
               
                    (i) (x) except as otherwise provided in
               clause (y) of this clause (i) of this subparagraph
               (c), the day of the eighteenth month after the
               date of the Loan which corresponds to the date of
               the Loan (or if such month does not have a corre
               sponding day, then on the last day of such
               eighteenth month); (y) if the Loan was obtained in
               connection with the exercise of an Incentive
               Option granted on or after February 8, 1991 or a
               Non-Incentive Option or if the Loan was
               outstanding on February 8, 1991, the day of the
               sixtieth month (or any shorter period of months
               not less than six that may be specified by the
               Participant) after the date of the Loan (or if
               such month does not have a corresponding day, then
               on the last day of such month);

               (ii)  failure of the Participant to maintain a
               margin of collateral pledged with the Company,
               consisting of the Shares, the purchase of which is
               being financed by the Loan to the Participant (or
               other collateral acceptable to a financial officer
               of the Company), sufficient to cause the Loan
               (including the accrued and unpaid interest thereon
               to the end of the most recent calendar quarter of
               a year) not to exceed 95% of the value of the
               pledged collateral, or such other ratio of the
               Loan and the interest thereon to the value of the
               collateral as may be required by any law, rule or
               regulation of the United States, any state, or any
               federal or state board, commission, agency or
               service;
               
               (iii)  the voluntary bankruptcy or insolvency of
               the Participant (or admission thereof by the Par
               ticipant), or the seeking of relief by the Partic
               ipant under a statute for the relief of debtors,
               or the failure of the Participant promptly to
               cause the discharge of a creditor action brought
               against the Participant under the Bankruptcy Code
               or other bankruptcy or insolvency law;
               
               
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               (iv)  thirty (30) days after the termination of
               the employment of the Participant as an employee
               of the Company or a Subsidiary of the Company, or
               thirty (30) days after the Participant ceases to
               be a director of the Company, unless the Committee
               authorizes the extension of such thirty (30) day
               period; provided, however, that if (x) the Partic
               ipant is a former director or officer of the Com
               pany subject to the provisions of Section 16(a) of
               the Securities Exchange Act of 1934 and (y) the
               Loan was obtained in connection with the exercise
               of an Incentive Option granted on or after March
               28, 1985 or a Non-Incentive Option, such Loan
               shall become due and payable on the date which is
               the later of 30 days from the date of such termi
               nation of employment or six (6) months and ten
               (10) days after such director's or officer's last
               purchase or sale of Shares prior to his ceasing to
               be such a director or officer; further, provided
               that (a) transfer of employment of an employee
               between the Company and a Subsidiary or between
               Subsidiaries of the Company shall not constitute a
               termination of employment, (b) the Committee may
               determine whether a leave of absence is for the
               purpose of the Loan a termination of employment
               and (c) in the event of the death of a Participant
               while employed by the Company or a Subsidiary, or
               while serving as a director of the Company, the
               personal representative of the Participant will be
               afforded a period of time (to be specified in the
               Note) in which to assume the obligations provided
               for in the Note, and upon such assumption the
               payment date of the Loan will not be accelerated
               by reason of the death of the Participant; or
               
               (v)  failure of the Participant to observe or
               perform any other provision of the Note applicable
               to it.
               
     (d)  Pledge of Shares
     
          The Shares purchased upon exercise of the Option with
     respect to which the Loan is made shall be pledged by the Pa
     rticipant to the Company in order to secure the payment of
     the principal of and interest on the Loan including any
     taxes required to be withheld by the Company.  The Partici
     pant shall be entitled to all dividends and distributions
     which may be paid on the Shares (except that dividends
     payable in stock of the Company shall be retained by the
     Company and pledged to secure the Loan) and to all voting
     rights with respect to such Shares.  The Company may place a
     legend on any Share certificate to reflect any restrictions
     provided for in this Loan Program.
     
     
     
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     <PAGE>
     
     (e)  Prepayment
     
          The Loan may be prepaid in whole or in part by the Par
     ticipant at any time and pledged Shares shall be released
     from pledge in approximate proportion to the amount of the
     Loan prepaid except to the extent that the retention of
     Shares by the Company is necessary to maintain the required
     ratio of the value of the pledged Shares to the unpaid
     amount of the Loan and the accrued interest thereon.
          
     (f)  Default
     
          In the event, the Participant shall fail to pay any
     amount due under the terms of the Note including any amount
     becoming due and payable by acceleration of its payment
     date, the Company upon giving notice to the Participant may
     sell the pledged Shares (or other pledged collateral) and
     shall be entitled to deduct from the proceeds its costs and
     expenses of enforcing payment of the Note and liquidation of
     the collateral, the unpaid interest on the Note and the
     unpaid principal of the Note before remitting the balance to
     the Participant.  In the event, the liquidation of the
     pledged collateral shall not provide funds sufficient to pay
     the entire unpaid principal of and interest on the Note and
     the costs and expenses of enforcing payment of the Note, the
     Participant shall be liable to the Company for the amount of
     such deficiency.

6.   Miscellaneous

     (a)  Government and Other Regulations
          The obligation of the Company to make Loans to Eligible
     Participants, and each Loan made to an Eligible Participant,
     shall be subject to all applicable laws, rules and regula
     tions and to any required approvals by governmental agen
     cies.
          
     (b)  No Employment Rights
     
          Neither this Loan Program nor any action taken hereun
     der shall be construed as conferring on any Employee any rig
     ht to continue in the employ of the Company or a Subsidiary
     or affect in any way the right of the Company or a
     Subsidiary to terminate the employment of any Employee at
     any time.
          
     (c)  Nontransferability
     
          A Participant's rights and interests under the Loan
     Program may not be assigned, pledged or transferred except
     that in the event of the death of a Participant, while an
     employee or director, the personal representative may assume
     and succeed to the rights and obligations of the Partici
     pant.
     
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     (d)  Applicable Law
     
          The Loan Program and all other governing documents,
     agreements and instruments and all actions taken hereunder
     shall be governed by the laws of the State of New York.

7.   Amendment and Termination

     The Board may at any time terminate the Loan Program.  The
Board or Committee may at any time, or from time to time, amend
or suspend and, if suspended reinstate, the Loan Program in whole
or in part.  Notwithstanding the foregoing, the Loan Program
shall continue in effect to the extent necessary to settle all
matters relating to Loans made prior to any such termination or
suspension.






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