EX-4.1






EXHIBIT 4.1




 





AMERICAN FINANCIAL GROUP, INC.

Issuer




TO




U.S. BANK NATIONAL ASSOCIATION

Trustee




THIRD SUPPLEMENTAL INDENTURE




DATED AS OF JUNE 17, 2009




9-7/8% SENIOR NOTES




DUE JUNE 15, 2019




 






 









 








TABLE OF CONTENTS1




	 	 	 	 	 
	 	 	PAGE	 
	Article I Senior Notes
	 	 	1	 
	 
	 	 	 	 
	Section 1.01 Establishment
	 	 	1	 
	 
	 	 	 	 
	Section 1.02 Definitions
	 	 	2	 
	 
	 	 	 	 
	Section 1.03 Payment of Principal and Interest
	 	 	2	 
	 
	 	 	 	 
	Section 1.04 Denominations
	 	 	3	 
	 
	 	 	 	 
	Section 1.05 Global Securities
	 	 	3	 
	 
	 	 	 	 
	Section 1.06 Redemption at the Option of the Company
	 	 	3	 
	 
	 	 	 	 
	Section 1.07 Governing Law
	 	 	4	 
	 
	 	 	 	 
	Section 1.08 Registration, Registration of Transfer and Exchange
	 	 	4	 
	 
	 	 	 	 
	Section 1.09 Mutilated, Destroyed, Lost and Stolen Debt Securities
	 	 	7	 
	 
	 	 	 	 
	Section 1.10 Events of Default
	 	 	7	 
	 
	 	 	 	 
	Section 1.11 Acceleration of Maturity; Rescission and Annulment
	 	 	10	 
	 
	 	 	 	 
	Section 1.12 Acceptance of Appointment by Successor
	 	 	11	 
	 
	 	 	 	 
	Section 1.13 Supplemental Indentures With Consent of Holders
	 	 	11	 
	 
	 	 	 	 
	Section 1.14 Maintenance of Properties
	 	 	12	 
	 
	 	 	 	 
	Section 1.15 Corporate Existence
	 	 	12	 
	 
	 	 	 	 
	Section 1.16 Debt Securities Redeemed in Part
	 	 	13	 
	 
	 	 	 	 
	Article II Miscellaneous Provisions
	 	 	13	 
	 
	 	 	 	 
	Section 2.01 Recitals by Company
	 	 	14	 
	 
	 	 	 	 
	Section 2.02 Ratification and Incorporation of Indenture; Application of Third
Supplemental Indenture to other Series of Debt Securities
	 	 	14	 
	 
	 	 	 	 
	Section 2.03 Executed in Counterparts
	 	 	14	 








 




			
	1	 	This Table of Contents does not constitute part of the
Indenture or have any bearing upon the interpretation of any of its terms and
provisions.




 









 










     THIS THIRD SUPPLEMENTAL INDENTURE is made as of the 17th day of June, 2009, among AMERICAN
FINANCIAL GROUP, INC., an Ohio corporation, One East Fourth Street, Cincinnati, Ohio 45202 (the
“Company”), and U.S. BANK NATIONAL ASSOCIATION, (formerly known as Star Bank, N.A.) a national
banking association, as trustee (the “Trustee”).



WITNESSTH




     WHEREAS, the Company has heretofore entered into an Indenture, dated as of November 12, 1997,
as supplemented by the Supplemental Indenture dated as of December 3, 1997 and the Second
Supplemental Indenture dated as of February 3, 2004, (collectively, the “Indenture”) with U.S. Bank
National Association, as trustee.;



     WHEREAS, the Indenture is incorporated herein by this reference;



     WHEREAS, under the Indenture, a new series of Debt Securities may at any time be established
by the Board of Directors of the Company in accordance with the provisions of the Indenture and the
conditions, limitations and restrictions on the terms of such series may be established by a
supplemental indenture executed by the Company and the Trustee;



     WHEREAS, the Company proposes to create under the Indenture a new series of Debt Securities;



     WHEREAS, additional Debt securities of other series hereafter established, except as may be
limited in the Indenture as at the time supplemented and modified, may be issued from time to time
pursuant to the Indenture as at the time supplemented and modified, and that such series of Debt
Securities hereafter established or any series of Debt Securities established prior to the date
hereof shall not be subject to the provisions of this Third Supplemental Indenture unless expressly
provided in the Board Resolution, supplemental indenture or other documentation, as permitted by
the Indenture, establishing such series of Debt Securities; and



     WHEREAS, all conditions necessary to authorize the execution and delivery of this Third
Supplemental Indenture and to make it a valid and binding obligation of the Company have been done
or performed.



     NOW, THEREFORE, in consideration of the agreements and obligations set forth herein and for
other good and valuable consideration, the sufficiency of which is hereby acknowledged, the parties
hereto hereby agree as follows:



Article I

Senior Notes




     Section 1.01 Establishment. There is hereby established a new series of Debt
Securities to be issued under the Indenture, to be designated as the Company’s 9-7/8% Senior Notes
due June 15, 2019 (the “Senior Notes”).



     There are to be authenticated and delivered Senior Notes, initially limited in aggregate
principal amount of $350,000,000 and no further Senior Notes shall be authenticated and delivered
except as provided by Section 2.1, 3.5, 3.6, 9.6 and 11.7 of the Indenture; provided that the
Company may, without the consent of Holders, reopen the Senior Notes and issue additional Senior
Notes, so as to increase the aggregate principal amount of the Senior Notes Outstanding upon the
terms and subject to the conditions set forth in the Indenture and this Third



 









 







Supplemental Indenture so long as any such additional Senior Notes have the same tenor and
terms (including, without limitation, rights to receive accrued and unpaid interest as the Senior
Notes then Outstanding). The Senior Notes shall be issued in definitive fully registered form.



     The Senior Notes shall be issued in the form of one Global Security in substantially the form
set out in Exhibit A hereto. The U.S. Depositary with respect to the Senior Notes shall be
the Depository Trust Company.



     The form of the Trustee’s Certificate of Authentication for the Senior Notes shall be
substantially the form set forth in Exhibit B hereto.



     Each Senior Note shall be dated the date of authentication thereof and shall bear interest
from the date of original issuance thereof or from the most recent Interest Payment Date to which
interest has been paid or duly provided for.



     Section 1.02 Definitions. The following defined terms used herein shall, unless the
context otherwise requires, have the meanings specified below. Capitalized terms used herein for
which no definition is provided herein shall have the meanings set forth in the Indentures.



     “Final Maturity” means June 15, 2019.



     “Interest Payment Date” means June 15 and December 15 of each year.



     “Place of Payment” means New York, New York.



     “Regular Record Date” means June 1 or December 1, as the case may be, next preceding the
relevant Interest Payment Date.



     Section 1.03 Payment of Principal and Interest. The entire outstanding principal
amount of the Senior Notes shall be due and payable, unless accelerated, redeemed or required to be
repurchased pursuant to the Indenture, at Final Maturity. The unpaid principal amount of the
Senior Notes shall bear interest at the rate of 9-7/8% per annum until paid or duly provided for.
Interest shall be paid semi-annually in arrears on each Interest Payment Date, commencing December
15, 2009, to the Person in whose name the Senior Notes are registered on the Regular Record Date
for such Interest Payment Date, provided that interest payable at Final Maturity will be paid to
the Person to whom principal is payable. Any such interest that is not so punctually paid or duly
provided for will forthwith cease to be payable to the Holders on such Regular Record Date and may
be paid as provided in Section 3.7 of the Indenture.



     Payments of interest on the Senior Notes will include interest accrued to but excluding the
respective Interest Payment Dates. Interest payments for the Senior Notes shall be computed and
paid on the basis of a 360-day year of twelve 30 day months. In the event that any date on which
interest is payable on the Senior Notes is not a Business Day, then the payment of interest payable
on such date will be made on the next succeeding day that is a Business Day, except that,
notwithstanding Section 1.13 of the Indenture, if such Business Day is in the next succeeding
calendar year, such payment shall be made on the immediately preceding Business Day, in each case
with the same force and effect as if made on the date the payment was originally payable.



     Payment of the principal and interest due at Final Maturity of the Senior Notes shall be made
at the office or agency of the Company maintained for that purpose in the Place of Payment, in such
coin or currency of the United States of America as at the time of payment is



2









 







legal tender for payment of public and private debts; provided, however, that at the option of
the Company, interest may be paid by check mailed to the address of the person entitled thereto as
such address shall appear in the Security Register; provided, further, that payment to the U.S.
Depositary or any successor depositary may be made by wire transfer to the account designated by
the U.S. Depositary or such successor depositary in writing.



     Section 1.04 Denominations. The Senior Notes may be issued in denominations of
$2,000.00, or any integral multiples of $1,000 in excess thereof.



     Section 1.05 Global Securities. The Senior Notes will be issued in the form of one or
more Global Securities registered in the name of the U.S. Depositary or nominee. Except under the
limited circumstances described below, Senior Notes represented by the Global Security will not be
exchangeable for, and will not otherwise be issuable as, Senior Notes in definitive form. The
Global Securities described above may not be transferred except as a whole by the U.S. Depositary
to a nominee of such U.S. Depositary or by a nominee of such U.S. Depositary to such depositary or
another nominee of such U.S. Depositary or by such U.S. Depositary or any other such nominee to a
successor U.S. Depositary or a nominee of such successor U.S. Depositary.



     Owners of beneficial interests in such a Global Security will not be considered the Holders
thereof for any purpose under the Indenture, and no Global Security representing a Senior Note
shall be exchangeable, except for another Global Security of like denomination and tenor to be
registered in the name of the U.S. Depositary or its nominee or to a successor U.S. Depositary or
its nominee. The rights of Holders of such Global Security shall be exercised only through the
U.S. Depositary.



     A Global Security shall be exchangeable for the Senior Notes registered in the names of
Persons other than the U.S. Depositary or its nominee only as provided by Section 3.5 of the
Indenture. Any Global Security that is exchangeable pursuant to the preceding sentence shall be
exchangeable for Senior Notes registered in such names as the U.S. Depositary shall direct.



     Section 1.06 Redemption at the Option of the Company. The Company may redeem the
Senior Notes in whole or in part, upon not less than 30 nor more than 60 days’ notice, at a
redemption price equal to the sum of (i) the principal amount of the Senior Notes being redeemed
plus accrued interest to the redemption date, and (ii) the Make-Whole Amount (as defined below)
with respect to such Senior Notes.



     “Make-Whole Amount” means the excess, if any, of (i) the sum, as determined by a Quotation
Agent (as defined below) of the present values of the remaining scheduled payments of principal and
interest of the Senior Notes to be redeemed (excluding interest accrued to the date of redemption),
in each case discounted to the redemption date on a semi-annual basis (assuming a 360-day year
consisting of twelve 30-day months) at the Adjusted Treasury Rate (as defined below) over (ii) 100%
of the principal amount of the Senior Notes to be redeemed, but in all cases not less than 0.



     “Adjusted Treasury Rate” means, with respect to any redemption date, the rate per annum equal
to the semi-annual equivalent yield to maturity of the Comparable Treasury Issue (as defined
below), calculated using a price for the Comparable Treasury Issue (expressed as a percentage of
its principal amount) equal to the Comparable Treasury Price for such redemption date, calculated
on the third Business Day preceding the redemption date, plus in each case 0.75% (75 basis points).



3









 





     “Comparable Treasury Issue” means the U.S. Treasury 3.125% Note due May 15, 2019. If such
security shall cease to be outstanding then Comparable Treasury Issue shall mean the United States
Treasury security selected by the Quotation Agent as having a maturity comparable to the remaining
term from the redemption date to the Stated Maturity Date of the Senior Notes that would be
utilized, at the time of selection and in accordance with customary financial practice, in pricing
new issues of corporate debt securities of comparable maturity to the remaining term of the Senior
Notes.



     “Quotation Agent” means the Reference Treasury Dealer selected by the Trustee after
consultation with the Company.



     “Reference Treasury Dealer” means (i) each of Banc of America Securities LLC, J.P. Morgan
Securities Inc. (or their respective affiliates that are Primary Treasury Dealers) and a Primary
Treasury Dealer (as defined below) selected by Wachovia Capital Markets, LLC and their respective
successors; provided, however, that if any of the foregoing shall cease to be a primary U.S.
Government securities dealer in New York City (a “Primary Treasury Dealer”), the Issuer will
substitute therefor another Primary Treasury Dealer, and (ii) any two other Primary Treasury
Dealers selected by the Issuer.



     “Comparable Treasury Price” means, with respect to any redemption date, (i) the average of the
bid and asked prices for the Comparable Treasury Issue (expressed in each case as a percentage of
its principal amount) on the third Business Day preceding such redemption date, as set forth in the
daily statistical release (or any successor release) published by the Federal Reserve Bank of New
York and designated “Composite 3:30 p.m. Quotations for U.S. Government Securities” or (ii) if
such release (or any successor release) is not published or does not contain such prices on such
Business Day (A) the average of three Reference Treasury Dealer Quotations for such redemption
date, after excluding the highest and lowest of five Reference Treasury Dealer Quotations, or (B)
if the Trustee obtains fewer than five such Reference Treasury Dealer Quotations, the average of
such Quotations.



     “Reference Treasury Dealer Quotations” means, with respect to each Reference Treasury Dealer
and any prepayment date, the average, as determined by the Trustee, of the bid and asked prices for
the Comparable Treasury Issue (expressed in each case as a percentage of its principal amount)
quoted in writing to the Trustee by such Reference Treasury Dealer at 5:00 p.m., New York City
time, on the third Business Day preceding such redemption date.



     Section 1.07 Governing Law. Section 1.12 of the Indenture is hereby amended and
restated to read in its entirety as follows:



     “SECTION 1.12 Governing Law.



     THIS INDENTURE AND THE DEBT SECURITIES SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH
THE LAWS OF THE STATE OF NEW YORK WITHOUT REGARD TO THE CONFLICTS OF LAW RULES OF SUCH STATE. THIS
INDENTURE IS SUBJECT TO THE PROVISIONS OF THE TRUST INDENTURE ACT OF 1939, AS AMENDED, THAT ARE
REQUIRED TO BE PART OF THIS INDENTURE AND SHALL, TO THE EXTENT APPLICABLE, BE GOVERNED BY SUCH
PROVISIONS.”



     Section 1.08 Registration, Registration of Transfer and Exchange. Section 3.5 of the
Indenture is hereby amended and restated to read in its entirety as follows:



4









 





     “SECTION 3.5 Registration, Registration of Transfer and Exchange. The Company shall
keep or cause to be kept for the Debt Securities of each series a register (the register maintained
in such office being herein sometimes referred to as the “Debt Security Register”) in which,
subject to such reasonable regulations as it may prescribe, the Company shall provide for the
registration, registration of transfer and exchange of Debt Securities. The Trustee is hereby
initially appointed “Debt Security Registrar” for such purposes.



     Upon surrender for registration of transfer of any Debt Security of any particular series at
the office or agency of the Company in a Place of Payment for that series, the Company shall
execute, and the Trustee for the Debt Securities of each series shall authenticate and deliver, in
the name of the designated transferee or transferees, one or more new Debt Securities of any
authorized denominations, and of a like Stated Maturity and of a like series and aggregate
principal amount and with like terms and conditions.



     Except as set forth below, at the option of the Holder, Debt Securities of any particular
series may be exchanged for other Debt Securities of any authorized denominations, and of a like
Stated Maturity and of a like series and aggregate principal amount and with like terms and
conditions, upon surrender of the Debt Securities to be exchanged at such office or agency.
Whenever any Debt Securities are so surrendered for exchange, the Company shall execute, and the
Trustee for such Debt Securities shall authenticate and deliver, the Debt Securities which the
Holder making the exchange is entitled to receive.



     All Debt Securities issued upon any registration of transfer or exchange of Debt Securities
shall be the valid obligations of the Company, evidencing the same debt, and entitled to the same
benefits under this Indenture, as the Debt Securities surrendered upon such registration of
transfer or exchange.



     Every Debt Security presented or surrendered for registration of transfer or exchange shall
(if so required by the Company or the Trustee for such Debt Security) be duly endorsed, or be
accompanied by a written instrument of transfer in form reasonably satisfactory to the Company and
the Debt Security Registrar for such series duly executed by the Holder thereof or his attorney
duly authorized in writing.



     No service charge shall be made for any registration of transfer or exchange of Debt
Securities, but the Company may require payment of a sum sufficient to cover any tax or other
governmental charge that may be imposed in connection with any registration of transfer or exchange
of Debt Securities, other than exchanges pursuant to Section 3.4, 9.6, 11.3 or 11.7 not involving
any transfer.



     Notwithstanding any other provision of this Section, unless and until it is exchanged in whole
or in part for Debt Securities in definitive form, a Global Security representing all or a portion
of the Debt Securities of a series may not be transferred except as a whole by the U.S. Depositary
for such series to a nominee of such U.S. Depositary or by a nominee of such U.S. Depositary to
such depositary or another nominee of such U.S. Depositary or by such U.S. Depositary or any other
such nominee to a successor U.S. Depositary for such series or a nominee of such successor U.S.
Depositary.



     If at any time the U.S. Depositary for the Debt Securities of a series notifies the Company
that it is unwilling or unable to continue as U.S. Depositary for the Debt Securities of such
series or if at any time the U.S. Depositary for Debt Securities of such series shall no longer be
a clearing agency registered and in good standing under the Exchange Act or other applicable



5









 







statute or regulation, the Company shall appoint a successor U.S. Depositary for the Debt
Securities of such series. If a successor U.S. Depositary for the Debt Securities is not appointed
by the Company within 90 days after the Company receives such notice or becomes aware of such
condition, the Company will execute, and the Trustee, upon receipt of a Company Order for the
authentication and delivery of definitive Debt Securities of such series, will authenticate and
deliver, Debt Securities of such series in definitive form in an aggregate principal amount equal
to the principal amount of the Global Security or Securities representing such series in exchange
for such Global Security or Securities.



     The Company may at any time and in its sole discretion determine that the Debt Securities of
any series issued in the form of one or more Global Securities shall no longer be represented by
such Global Security or Securities. In such event, the Company will execute, and the Trustee, upon
receipt of a Company Order for the authentication and delivery of definitive Debt Securities of
such series, will authenticate and deliver, Debt Securities of such series in definitive form and
in an aggregate principal amount equal to the principal amount of the Global Security or Securities
representing such series in exchange for such Global Security or Securities.



     If the Debt Securities of any series shall have been issued in the form of one or more Global
Securities and if an Event of Default with respect to the Debt Securities of such series shall have
occurred and be continuing, the Company will promptly execute, and the Trustee, upon receipt of a
Company Order for the authentication and delivery of definitive Debt Securities of such series,
will authenticate and deliver Debt Securities of such series in definitive form and in an aggregate
principal amount equal to the principal amount of the Global Security or Securities representing
such series in exchange for such Global Security or Securities.



     The U.S. Depositary for such series of Debt Securities may surrender a Global Security for
such series of Debt Securities in exchange in whole or in part for Debt Securities of such series
of like tenor and terms and in definitive form on such terms as are acceptable to the Company and
such U.S. Depositary. Thereupon, the Company shall execute and the Trustee shall authenticate and
deliver, without charge:




     (1) to each Person specified by the U.S. Depositary a new Debt Security or
Securities of the same series, of like tenor and terms and of any authorized
denomination as requested by such Person in an aggregate principal amount equal to
and in exchange for such Person’s beneficial interest in the Global Security; and




     (2) to the U.S. Depositary a new Global Security in a denomination equal to
the difference, if any, between the principal amount of the surrendered Global
Security and the aggregate principal amount of the Debt Securities delivered to
Holders thereof.



     Upon the exchange of a Global Security for Debt Securities in definitive form, such Global
Security shall be canceled by the Trustee. Definitive Debt Securities issued in exchange for a
Global Security pursuant to this Section shall be registered in such names and in such authorized
denominations as the U.S. Depositary for such Global Security, pursuant to instructions from its
direct or indirect participants or otherwise, shall instruct the Trustee. The Trustee shall
deliver such definitive Debt Securities to the Persons in whose names such Debt Securities are so
registered.”



6









 





     Section 1.09 Mutilated, Destroyed, Lost and Stolen Debt Securities. Section 3.6 of
the Indenture is hereby amended and restated to read in its entirety as follows:



     “SECTION 3.6 Mutilated, Destroyed, Lost and Stolen Debt Securities. If (i) any
mutilated Debt Security is surrendered to the Trustee for such Debt Security, or the Company and
the Trustee for a Debt Security receive evidence to their satisfaction of the destruction, loss or
theft of any Debt Security, and (ii) there is delivered to the Company, the Debt Security Registrar
and such Trustee such security or indemnity as may be reasonably required by them to save each of
them and any agent of either of them harmless, then, in the absence of notice to the Company or
such Trustee that such Debt Security has been acquired by a bona fide purchaser, the Company shall
execute and upon its request such Trustee shall authenticate and deliver, in lieu of any such
destroyed, lost or stolen Debt Security or in exchange for such mutilated Debt Security, a new Debt
Security of the same series and in a like principal amount and of a like Stated Maturity and with
like terms and conditions and bearing a number not contemporaneously outstanding.



     In case any such mutilated, destroyed, lost or stolen Debt Security has become or is about to
become due and payable, the Company in its discretion may, instead of issuing a new Debt Security,
pay such Debt Security (without surrender thereof except in the case of a mutilated Debt Security)
if the applicant for such payment shall furnish to the Company, the Debt Security Registrar and the
Trustee for such Debt Security such security or indemnity as may be reasonably required by them to
save each of them harmless, and in case of destruction, loss or theft, evidence reasonably
satisfactory to the Company and such Trustee and any agent of either of them of the destruction,
loss or theft of such Debt Security and the ownership thereof.



     Upon the issuance of any new Debt Security under this Section, the Company may require the
payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in
relation thereto and any other expenses (including all fees and expenses of the Trustee and the
Debt Security Registrar for such Debt Security) connected therewith.



     Every new Debt Security of any series issued pursuant to this Section in lieu of any
destroyed, lost or stolen Debt Security or in exchange for any mutilated Debt Security shall
constitute an original additional contractual obligation of the Company, whether or not the
destroyed, lost or stolen Debt Security shall be at any time enforceable by anyone, and shall be
entitled to all the benefits of this Indenture equally and proportionately with any and all other
Debt Securities of the same series, duly issued hereunder.



     The provisions of this Section are exclusive and shall preclude (to the extent lawful) the
assertion of any Holder of all other rights and remedies with respect to the replacement or payment
of mutilated, destroyed, lost or stolen Debt Securities.”



     Section 1.10 Events of Default. Section 5.1 of the Indenture is hereby amended and
restated to read in its entirety as follows:



     “SECTION 5.1 Events of Default. “Event of Default” wherever used herein with respect
to any particular series of Debt Securities, unless otherwise specified in the Debt Security or the
Board Resolution with respect to that series of Debt Securities, means any one of the following
events (whatever the reason for such Event of Default and whether it shall be voluntary or
involuntary or be effected by operation of law pursuant to any judgment, decree or order of any
court or any order, rule or regulation of any administrative or governmental body):



7









 






     (1) default in the payment of any installment of interest upon any Debt
Security of that series when it becomes due and payable, and continuance of such
default for a period of 30 days; or




     (2) default in the payment of the principal of (or premium, if any, on) any
Debt Security of that series at its Maturity; or




     (3) default in the performance of, or breach of, any covenant or warranty of
the Company in respect of any Debt Security of that series contained in this
Indenture or in such Debt Securities (other than a covenant or warranty a default
in whose performance or whose breach is elsewhere in this Section specifically
dealt with or which expressly has been included in this Indenture solely for the
benefit of Debt Securities of a series other than that series) or in the applicable
Board Resolution under which such series is issued as contemplated by Section 3.1
and continuance of such default or breach for a period of 60 days after there has
been given, by registered or certified mail, to the Company by the Trustee for the
Debt Securities of such series or to the Company and such Trustee by the Holders of
at least 25% in principal amount of the Outstanding Debt Securities of that series
a written notice specifying such default or breach and requiring it to be remedied
and stating that such notice is a “Notice of Default” hereunder; or




     (4) if an event of default with respect to any other series of Debt Securities
or as defined in any mortgage, indenture, security agreement or other instrument
under which there may be issued, or by which there may be secured or evidenced, any
Indebtedness of the Company for money borrowed in excess of $10 million principal
amount, whether such Indebtedness now exists or shall hereafter be created, shall
happen and, if such Indebtedness is not already matured in accordance with its
terms, shall result in such Indebtedness becoming or being declared due and payable
prior to the date on which it would otherwise become due and payable, and such
acceleration shall not have been rescinded or annulled or such Indebtedness shall
not have been discharged, in either case, within a period of ten days after there
has been given, by registered or certified mail in the manner set forth in Section
1.5, to the Company by the Trustee for the Debt Securities of that particular
series referred to in the first clause of this Section 5.1 or to the Company and
such Trustee by the Holders of at least 25% in principal amount of the Outstanding
Debt Securities of that particular series referred to in the first clause of this
Section 5.1 a written notice specifying such event of default and requiring the
Company to cause such acceleration to be rescinded or annulled or to cause such
Indebtedness to be discharged and stating that such notice is a “Notice of Default”
hereunder; provided, that if prior to the entry of judgment in favor of the
Trustee, such default under such indenture or instrument shall be remedied or cured
by the Company or waived by the holders of such Indebtedness, then the Event of
Default hereunder shall be deemed likewise to have been remedied, cured or waived;
and provided, further, however, that, subject to the provisions of
Sections 6.1 and 6.2, such Trustee shall not be deemed to have knowledge of such
default unless either (A) a Responsible Officer of such Trustee assigned to its
Corporate Trust Office shall have actual knowledge of such default or (B) the
Trustee shall have received written notice thereof from the Company, from the
Holders of 10% or more in principal amount of the Outstanding Debt Securities of
such other series, from



8









 







the holder of any such Indebtedness or from the trustee under any such
mortgage, indenture, security agreement or other instrument; or




     (5) the entry against the Company of one or more judgments, decrees or orders
by a court having jurisdiction in the premises from which no appeal may be or is
taken for the payment of money, either individually or in the aggregate, in excess
of $10 million and the continuance of such judgment, decree or order unsatisfied
and in effect for any period of 60 consecutive days without a stay of execution and
there has been given, by registered or certified mail in the manner set forth in
Section 1.5, to the Company by the Trustee for the Debt Securities of such series
or to the Company and such Trustee by the Holders of at least 25% in principal
amount of the Outstanding Debt Securities of such series a written notice
specifying such entry and continuance of such judgment, decree or order and stating
that such notice is a “Notice of Default” hereunder; provided,
however, that subject to the provisions of Sections 6.1 and 6.2, such
Trustee shall not be deemed to have knowledge of such entry and continuance of such
judgment, decree or order unless either (A) a Responsible Officer of such Trustee
assigned to its Corporate Trust Office shall have actual knowledge thereof or (B)
the Trustee shall have received written notice thereof from the Company or from the
Holders of 10% or more in principal amount of the Outstanding Debt Securities of
such series; or




     (6) the Company shall commence any case or proceeding seeking to have an order
for relief entered on its behalf as debtor or to adjudicate it as bankrupt or
insolvent or seeking reorganization, liquidation, dissolution, winding-up,
arrangement, composition or readjustment of its debts or any other relief under any
bankruptcy, insolvency, reorganization, liquidation, dissolution, arrangement,
composition, readjustment of debt or other similar act or law of any jurisdiction,
domestic or foreign, now or hereafter existing; or the Company shall apply for a
receiver, custodian or trustee (other than any trustee appointed as a mortgagee or
secured party in connection with the issuance of indebtedness for borrowed money of
the Company) of it or for all or a substantial part of its property; or the Company
shall make a general assignment for the benefit of creditors; or the Company shall
take any corporate action in furtherance of any of the foregoing; or




     (7) any case or proceeding against the Company shall be commenced seeking to
have an order for relief entered against it or to adjudicate it as bankrupt or
insolvent or seeking reorganization, liquidation, dissolution, winding-up,
arrangement, composition or readjustment of its debts or any other relief under any
bankruptcy, insolvency, reorganization, liquidation, dissolution, arrangement,
composition, readjustment of debt or other similar act or law of any jurisdiction,
domestic or foreign, now or hereafter existing; or a receiver, custodian or trustee
(other than any trustee appointed as a mortgagee or secured party in connection
with the issuance of indebtedness for borrowed money of the Company) of the Company
or for all or a substantial part of its property shall be appointed in any such
case or proceeding; and such case or proceeding (A) results in the entry of an
order for relief or a similar order against it or (B) shall continue unstayed and
in effect for a period of 60 consecutive days.”



9









 





     Section 1.11 Acceleration of Maturity; Rescission and Annulment. Section 5.2 of the
Indenture is hereby amended and restated to read in its entirety as follows:



     “SECTION 5.2 Acceleration of Maturity; Rescission and Annulment. If an Event of Default
(other than an Event of Default specified in Section 5.1(6) or (7)) with respect to any particular
series of Debt Securities occurs and is continuing, then and in every such case either the Trustee
for the Debt Securities of such series or the Holders of not less than 25% in principal amount of
the Outstanding Debt Securities of that series may declare the entire principal amount (or, in the
case of Discounted Debt Securities, such lesser amount as may be provided for in the terms of that
series) of all the Debt Securities of that series to be due and payable immediately, by a notice in
writing to the Company (and to such Trustee if given by Holders), and upon any such declaration of
acceleration such principal or such lesser amount, as the case may be, together with accrued
interest and all other amounts owing hereunder, shall become immediately due and payable, without
presentment, demand, protest or notice of any kind, all of which are hereby expressly waived. If
an Event of Default specified in Sections 5.1(6) or (7) occurs and is continuing, such principal or
such lesser amount, as the case may be, together with accrued interest and all other amounts owing
hereunder, on the Debt Securities of that series shall become and be immediately due and payable
without any declaration or other act on the part of the Trustee or any Holder.



     At any time after such a declaration of acceleration has been made and before a judgment or
decree for payment of the money due has been obtained by the Trustee for the Debt Securities of any
series as hereinafter in this Article, the Holders of a majority in principal amount of the
Outstanding Debt Securities of that series, by written notice to the Company and such Trustee, may
rescind and annul such declaration and its consequences if:




     (1) the Company has paid or deposited with such Trustee a sum sufficient to
pay




     (A) all overdue interest on all Debt Securities of that series;




     (B) the principal of (and premium, if any, on) any Debt Securities of
that series which have become due otherwise than by such declaration of
acceleration and interest thereon from the date such principal became due
at a rate per annum equal to the rate borne by the Debt Securities of such
series (or, in the case of Discounted Debt Securities, the Debt
Securities’ Yield to Maturity), to the extent that the payment of such
interest shall be legally enforceable;




     (C) to the extent that payment of such interest is lawful, interest
upon overdue interest at a rate per annum equal to the rate borne by the
Debt Securities of such series (or, in the case of Discounted Debt
Securities, the Debt Securities’ Yield to Maturity); and




     (D) all sums paid or advanced by such Trustee hereunder and the
reasonable compensation, expenses, disbursements and advances of such
Trustee, its agents and counsel and all other amounts due to such Trustee
under; and




     (2) all Events of Default with respect to the Debt Securities of such series,
other than the nonpayment of the principal of Debt Securities of that series



10









 







which has become due solely by such acceleration, have been cured or waived as
provided in Section 5.13. No such rescission shall affect any subsequent default
or impair any right consequent thereon.”



     Section 1.12 Acceptance of Appointment by Successor. Paragraph (a) of Section 6.11 of
the Indenture is hereby amended and restated to read in its entirety as follows:



     “SECTION 6.11 Acceptance of Appointment by Successor.



     (a) Every such successor Trustee appointed hereunder with respect to the Debt Securities of
any series shall execute, acknowledge and deliver to the Company and to the retiring Trustee an
instrument accepting such appointment, and thereupon the resignation or removal of the retiring
Trustee shall become effective and such successor Trustee without any further act, deed or
conveyance, shall become vested with all the rights, powers, trusts and duties of the retiring
Trustee; but, on the request of the Company or the successor Trustee, such retiring Trustee shall,
upon payment of its reasonable charges, execute and deliver an instrument transferring to such
successor Trustee all the rights, powers and trusts of the retiring Trustee and shall duly assign,
transfer and deliver to such successor Trustee all property and money held by such retiring Trustee
hereunder, subject to the lien provided for in Section 6.7.”



     Section 1.13 Supplemental Indentures With Consent of Holders. Section 9.2 of the
Indenture is hereby amended and restated to read in its entirety as follows:



     “SECTION 9.2 Supplemental Indentures With Consent of Holders. The Company, when
authorized by a Board Resolution, and the Trustee for the Debt Securities of any or all series may
enter into an indenture or indentures supplemental hereto for the purpose of adding any provisions
to or changing in any manner or eliminating any of the provisions of this Indenture or of modifying
in any manner the rights of the Holders of such Debt Securities under this Indenture, but only with
the consent of the Holders of more than 50% in aggregate principal amount of the Outstanding Debt
Securities of each series of Debt Securities then Outstanding affected thereby, in each case by Act
of said Holders of Debt Securities of each such series delivered to the Company and the Trustee for
Debt Securities of each such series; provided, however, that no such supplemental
indenture shall, without the consent of the Holder of each Outstanding Debt Security affected
thereby:



     (1) change the Stated Maturity of the principal of, or any installment of principal of or
interest or premium, if any, on, any Debt Security, or reduce the principal amount thereof or the
rate of interest thereon, if any, or any premium or other amounts payable upon the redemption
thereof, or reduce the amount of the principal of a Discounted Debt Security that would be due and
payable upon a declaration of acceleration of the Maturity thereof pursuant to Section 5.2, or
change the Place of Payment, or impair the right to institute suit for the enforcement of any such
payment on or after the Stated Maturity thereof (or, in the case of redemption, on or after the
Redemption Date); or



     (2) reduce the percentage in principal amount of the Outstanding Debt Securities of any
particular series, the consent of whose Holders is required for any such supplemental indenture, or
the consent of whose Holders is required for any waiver (of compliance with certain provisions of
this Indenture or certain defaults hereunder and their consequences) provided for in this
Indenture; or



11









 





     (3) modify any of the provisions of this Section or Section 5.13 or 10.7, except to increase
any such percentage or to provide that certain other provisions of this Indenture cannot be
modified or waived without the consent of the Holder of each Debt Security affected thereby;
provided, however, that this clause shall not be deemed to require the consent of
any Holder of a Debt Security with respect to changes in the references to “the Trustee” and
concomitant changes in this Section and Section 10.7, or the deletion of this proviso, in
accordance with the requirements of Section 6.9, 6.11(b) and 9.1(6); or



     (4) change the Redemption Price; or



     (5) change the date prior to which no redemption may be made; or



     (6) make the principal of, or premium, if any, or interest on, any Debt Security payable in
anything other than United States Dollars.



     A supplemental indenture which changes or eliminates any covenant or other provision of this
Indenture which has expressly been included solely for the benefit of one or more particular series
of Debt Securities, or which modifies the rights of the Holders of Debt Securities of such series
with respect to such covenant or other provision, shall be deemed not to affect the rights under
this Indenture of the Holders of Debt Securities of any other series.



     It shall not be necessary for any Act of Holders under this Section to approve the particular
form of any proposed supplemental indenture, but it shall be sufficient if such Act shall approve
the substance thereof.”



     Section 1.14 Maintenance of Properties. Section 10.5 of the Indenture is hereby
amended and restated to read in its entirety as follows:



     “SECTION 10.5 Maintenance of Properties. The Company shall cause all its properties
used or useful in the conduct of its business to be maintained and kept in good condition, repair
and working order and supplied with all necessary equipment and will cause to be made all necessary
repairs, renewals, replacements, betterments and improvements thereof, all as in the reasonable
judgment of the Company may be necessary so that the business carried on in connection therewith
may be properly and advantageously conducted at all times; provided, however, that
nothing in this Section shall prevent the Company from discontinuing the operation and maintenance
of any of its properties if such discontinuance is, in the reasonable judgment of the Company
desirable in the conduct of its business and not disadvantageous in any material respect to the
Holders.”



     Section 1.15 Corporate Existence. Section 10.6 of the Indenture is hereby amended and
restated to read in its entirety as follows:



     “SECTION 10.6 Corporate Existence. Subject to Article 8, the Company shall do or
cause to be done all things necessary to preserve and keep in full force and effect its corporate
existence, rights (charter and statutory) and franchises; provided, however, that
the Company shall not be required to preserve any right or franchise if the Board of Directors
shall reasonably determine that the preservation thereof is no longer desirable in the conduct of
the business of the Company and that the loss thereof is not disadvantageous in any material
respect to the Holders; and provided, further, however, that the foregoing shall
not prohibit a sale, transfer or conveyance of a Subsidiary or any of its assets in compliance with
the terms of this Indenture.”



12









 





     Section 1.16 Limitations on Liens. The following provisions shall be applicable with
respect to the Senior Notes:



     Limitation on Liens. The Issuer and its Restricted Subsidiaries shall not issue,
assume, incur, suffer to exist or guarantee any indebtedness for borrowed money secured by a
mortgage, pledge, lien or other encumbrance, directly or indirectly, upon any shares of the Voting
Stock of a Restricted Subsidiary which shares are owned by the Issuer or its Restricted
Subsidiaries without effectively providing that the Senior Notes shall be secured equally and
ratably with, or prior to, any such secured indebtedness so long as such indebtedness remains
outstanding. This paragraph shall not apply to a mortgage, pledge, lien or other encumbrance on
shares of Voting Stock of any Person existing at the time such Person becomes a Restricted
Subsidiary and any extensions, renewals or replacements thereof.



     “Consolidated Total Assets” means as of any date of determination, the amount of total assets
shown on the consolidated balance sheet of the Issuer and its consolidated subsidiaries contained
in the most recent annual or quarterly report filed with the Commission, or if the Issuer is not
then subject to the Securities Exchange Act of 1934, the most recent annual or quarterly report to
shareholders and, in respect of any Subsidiary as of any date of determination, the amount of total
assets of such Subsidiary and its consolidated subsidiaries from which such consolidated balance
sheet of the Issuer and its consolidated Subsidiaries was derived.



     “Restricted Subsidiaries” means (1) Great American Life Insurance Company and Great American
Insurance Company; (2) any other present or future subsidiary of the Issuer, the Consolidated Total
Assets of which constitute at least 20% of the Issuer’s Consolidated Total Assets; and (3) any
Person which is a successor, by merger or otherwise, to substantially all the business or
properties of any such subsidiary referred to or described in the foregoing clauses (1) and (2).



     “Voting Stock” means shares of any class or classes having general voting power under ordinary
circumstances to elect a majority of the board of directors, managers or trustees of the
corporation in question, provided that, for the purposes hereof, shares which carry only the right
to vote conditionally on the happening of an event shall not be considered voting shares whether or
not such event shall have happened.



     Section 1.17 Debt Securities Redeemed in Part. Section 11.7 of the Indenture is
hereby amended and restated to read in its entirety as follows:



     “SECTION 11.7 Debt Securities Redeemed in Part. Any Debt Security which is to be
redeemed only in part shall be surrendered at the Place of Payment (with, if the Company or the
Trustee for such Debt Security so requires, due endorsement by, or a written instrument of transfer
in form reasonably satisfactory to the Company and the Debt Security Registrar for such Debt
Security duly executed by, the Holder thereof or his attorney duly authorized in writing), and the
Company shall execute and such Trustee shall authenticate and deliver to the Holder of such Debt
Security without service charge, a new Debt Security or Debt Securities, of any authorized
denomination as requested by such Holder, of the same series and having the same terms and
provisions and in an aggregate principal amount equal to and in exchange for the unredeemed portion
of the principal of the Debt Security so surrendered.”



Article II

Miscellaneous Provisions




13









 








     Section 2.01 Recitals by Company. The recitals in this Third Supplemental Indenture
are made by the Company only and not by the Trustee, and all of the provisions contained in the
Indenture in respect of the rights, privileges, immunities, powers, and duties of the Trustee shall
be applicable in respect of Senior Notes and of this Third Supplemental Indenture as fully and with
like effect as if set forth herein in full.



     Section 2.02 Ratification and Incorporation of Indenture; Application of Third
Supplemental Indenture to other Series of Debt Securities. As supplemented hereby, the
Indenture is in all respects ratified and confirmed, solely with respect to the Senior Notes and
the Indenture and this Third Supplemental Indenture, solely with respect to the Senior Notes shall
be read, taken and construed as one and the same instrument. This Third Supplemental Indenture
shall not apply to any series of Debt Securities outstanding on the date hereof or established in
the future under the Indenture unless expressly provided in the Board Resolution, supplemental
indenture or other documentation, as provided in the Indenture, establishing such series of Debt
Securities.



     Section 2.03 Executed in Counterparts. This Third Supplemental Indenture may be
simultaneously executed in several counterparts, each of which shall be deemed to be an original,
and such counterparts shall together constitute but one and the same instrument.



     IN WITNESS WHEREOF, each party hereto has cause this instrument to be signed in its name and
behalf by its duly authorized officers, all as of the day and year first above written.



	 	 	 	 	 
	 	AMERICAN FINANCIAL GROUP, INC.

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 
	 	U.S. BANK NATIONAL ASSOCIATION

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title 	 
	 




14











 





EXHIBIT A



FORM OF SENIOR NOTE

THIS SECURITY IS A GLOBAL SECURITY WITHIN THE MEANING OF THE INDENTURE HEREINAFTER REFERRED TO AND
IS REGISTERED IN THE NAME OF U.S. DEPOSITARY (AS DEFINED IN THE INDENTURE) OR A NOMINEE THEREOF.
UNLESS AND UNTIL IT IS EXCHANGED IN WHOLE OR IN PART FOR SECURITIES IN DEFINITIVE FORM, THIS GLOBAL
SECURITY MAY NOT BE TRANSFERRED EXCEPT AS A WHOLE BY THE U.S. DEPOSITARY TO A NOMINEE OF THE U.S.
DEPOSITARY, OR BY A NOMINEE OF THE U.S. DEPOSITARY TO THE U.S. DEPOSITARY OR ANOTHER NOMINEE OF THE
U.S. DEPOSITARY, OR BY THE U.S. DEPOSITARY OR ANY SUCH NOMINEE TO A SUCCESSOR U.S. DEPOSITARY OR A
NOMINEE OF SUCH SUCCESSOR U.S. DEPOSITARY.


UNLESS THIS SECURITY IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY,
A NEW YORK CORPORATION (“DTC”), TO THE COMPANY (AS DEFINED BELOW) OR ITS AGENT FOR REGISTRATION OF
TRANSFER, EXCHANGE OR PAYMENT, AND ANY SECURITY ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR
IN SUCH OTHER NAME AS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO
CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC) ANY
TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL
INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.



			
	 	 	 
	No. R- 1
	 	$350,000,000 Senior Notes
	CUSIP NO. 026074AA2	 	 
	ISIN NO. US026074AA20	 	 





American Financial Group, Inc.

9-7/8% Senior Notes Due June 15, 2019

Principal Amount Per Senior Note: $2,000 and Integral Multiples of $1,000 in Excess Thereof


     American Financial Group, Inc., an Ohio corporation (hereinafter called the “Company”, which
term includes any successor corporation under the Indenture referred to below), for value received,
hereby promises to pay to Cede & Co., or registered assigns, the principal amount of each Senior
Note evidenced hereby (Three Hundred Fifty Million Dollars ($350,000,000) in the aggregate) on June
15, 2019, and to pay interest thereon from June 17, 2009 or from the most recent date to which
interest has been paid or duly provided semi-annually on June 15 or December 15 in each year (each,
an “Interest Payment Date”), commencing December 15, 2009, at the rate of 9-7/8% per annum, until
the principal amount of each Senior Note evidenced hereby is paid or duly made available for
payment. Interest on the Senior Notes shall be calculated on the basis of a 360-day year
consisting of twelve 30-day months. The interest so payable and punctually paid or duly provided
for on any Interest Payment Date will, as provided in such Indenture, be paid to the Person in
whose name this certificate is registered at the close of business on the Regular Record Date for
such interest, which shall be the June 1 or December 1 (whether or not a Business Day), as the case
may be, next preceding such Interest Payment Date. Any such interest which is payable, but is not
punctually paid or duly provided for, on any Interest Payment Date shall forthwith cease to be
payable to the registered Holder hereof on the


 







 







relevant Regular Record Date by virtue of having been such Holder, and may be paid to the
Person in whose name this certificate is registered at the close of business on a Special Record
Date for the payment of such Defaulted Interest to be fixed by the Trustee, notice whereof shall be
given to each Person in whose name a certificate evidencing Senior Notes (defined below) is
registered not less than 10 days prior to such Special Record Date, or may be paid at any time in
any other lawful manner not inconsistent with the requirements of any securities exchange on which
the Senior Notes may be listed, and upon such notice as may be required by such exchange, all as
more fully provided in such Indenture.



     Payment of the principal of and interest on the Senior Notes evidenced hereby will be made at
the office or agency of the Company maintained for that purpose in the Place of Payment, in such
coin or currency of the United States of America as at the time of payment is legal tender for
payment of public and private debts; provided, however, that, at the option of the Company,
interest may be paid by check mailed to the address of the Person entitled thereto as such address
shall appear in the Security Register; provided, further, that payment to The Depository Trust
Company (“DTC”) or any successor depositary may be made by wire transfer to the account designated
by DTC or such successor depositary in writing.



     This certificate evidences part of a duly authorized issue of unsecured and unsubordinated
indebtedness of the Company (the “Debt Securities”) issued and to be issued in one or more series
under an Indenture dated as of November 12, 1997 (herein called, together with all indentures
supplemental thereto, the “Indenture”) between the Company and U.S. Bank National Association as
Trustee (herein called the “Trustee”, which term includes any successor trustee under the
Indenture), to which Indenture and all indentures supplemental thereto reference is hereby made for
a statement of the respective rights, limitations of rights, obligations, duties and immunities
thereunder of the Company, the Trustee and the Holders of the Debt Securities, and of the terms
upon which Debt Securities are, and are to be, authenticated and delivered. This certificate
evidences Debt Securities of the series designated on the face hereof (each, a “Senior Note”),
limited to $350,000,000 in aggregate principal amount; provided that the Company may, without the
consent of Holders, reopen the Senior Notes and issue additional Senior Notes, so as to increase
the aggregate principal amount of the Senior Notes Outstanding upon the terms and subject to the
conditions set forth in the Indenture so long as any such additional Senior Notes have the same
tenor and terms (including, without limitation, rights to receive accrued and unpaid interest as
the Senior Notes then Outstanding).



     The Company may redeem the Senior Notes in whole or in part, upon not less than 30 nor more
than 60 days’ notice, at a redemption price equal to the sum of (i) the principal amount of the
Senior Notes being redeemed plus accrued interest to the redemption date, and (ii) the Make-Whole
Amount (as defined below) with respect to such Senior Notes.



     “Make-Whole Amount” means the excess, if any, of (i) the sum, as determined by a Quotation
Agent (as defined below) of the present values of the remaining scheduled payments of principal and
interest of the Senior Notes to be redeemed (excluding interest accrued to the date of redemption),
in each case discounted to the redemption date on a semi-annual basis (assuming a 360-day year
consisting of twelve 30-day months) at the Adjusted Treasury Rate (as defined below) over (ii) 100%
of the principal amount of the Senior Notes to be redeemed, but in all cases not less than 0.



     “Adjusted Treasury Rate” means, with respect to any redemption date, the rate per annum equal
to the semi-annual equivalent yield to maturity of the Comparable Treasury Issue (as defined
below), calculated using a price for the Comparable Treasury Issue (expressed as a



2









 







percentage of its principal amount) equal to the Comparable Treasury Price for such redemption
date, calculated on the third Business Day preceding the redemption date, plus in each case 0.75%
(75 basis points).



     “Comparable Treasury Issue” means the U.S. Treasury 3.125% Note due May 15, 2019. If such
security shall cease to be outstanding then Comparable Treasury Issue shall mean the United States
Treasury security selected by the Quotation Agent as having a maturity comparable to the remaining
term from the redemption date to the Stated Maturity Date of the Senior Notes that would be
utilized, at the time of selection and in accordance with customary financial practice, in pricing
new issues of corporate debt securities of comparable maturity to the remaining term of the Senior
Notes.



     “Quotation Agent” means the Reference Treasury Dealer selected by the Trustee after
consultation with the Company.



     “Reference Treasury Dealer” means a primary U.S. Government securities dealer.



     “Comparable Treasury Price” means, with respect to any redemption date, (i) the average of the
bid and asked prices for the Comparable Treasury Issue (expressed in each case as a percentage of
its principal amount) on the third Business Day preceding such redemption date, as set forth in the
daily statistical release (or any successor release) published by the Federal Reserve Bank of New
York and designated “Composite 3:30 p.m. Quotations for U.S. Government Securities” or (ii) if
such release (or any successor release) is not published or does not contain such prices on such
Business Day (A) the average of three Reference Treasury Dealer Quotations for such redemption
date, after excluding the highest and lowest of five Reference Treasury Dealer Quotations, or (B)
if the Trustee obtains fewer than five such Reference Treasury Dealer Quotations, the average of
such Quotations.



     “Reference Treasury Dealer Quotations” means, with respect to each Reference Treasury Dealer
and any prepayment date, the average, as determined by the Trustee, of the bid and asked prices for
the Comparable Treasury Issue (expressed in each case as a percentage of its principal amount)
quoted in writing to the Indenture Trustee by such Reference Treasury Dealer at 5:00 p.m., New York
City time, on the third Business Day preceding such redemption date.



     Notice of any redemption will be mailed at least 30 days, but not more than 60 days, before
the redemption date to each Person in whose name a certificate evidencing Senior Notes to be
redeemed is registered at its registered address. Unless the Company defaults in payment of the
redemption price, on and after the redemption date, interest will cease to accrue on such Senior
Notes called for redemption.



     Except as provided above, the Senior Notes are not redeemable by the Company prior to maturity
and are not subject to any sinking fund.



     If an Event of Default with respect to the Senior Notes shall occur and be continuing, the
principal amount of the Senior Notes shall be immediately, or may be declared, as appropriate, due
and payable in the manner and with the effect provided in the Indenture.



     The Indenture permits, with certain exceptions as therein provided, the amendment thereof and
the modification of the rights and obligations of the Company and the rights of the Holders of the
Securities of each series issued under the Indenture at any time by the Company and the Trustee
with the consent of the Holders of not less than a majority in aggregate principal



3









 







amount of the Securities at the time Outstanding of each series affected thereby. The
Indenture also contains provisions permitting the Holders of specified percentages in aggregate
principal amount of the Securities of any series at the time Outstanding, on behalf of the Holders
of all Securities of such series, to waive compliance by the Company with certain provisions of the
Indenture and certain past defaults under the Indenture and their consequences. Any such consent
or waiver by the Holder of this certificate shall be conclusive and binding upon such Holder and
upon all future Holders of this certificate and of any Senior Notes evidenced by a certificate
issued upon the registration of transfer hereof or in exchange herefor or in lieu hereof, whether
or not notation of such consent or waiver is made upon this certificate.



     No reference herein to the Indenture and no provision of this certificate or of the Indenture
shall alter or impair the obligation of the Company, which is absolute and unconditional, to pay
the principal of and interest on the Senior Notes evidenced by this certificate at the times,
place, and rate, and in the coin or currency, herein and in the Indenture prescribed.



     As provided in the Indenture and subject to certain limitations set forth therein and in this
certificate, the transfer of the Senior Notes evidenced by this certificate may be registered on
the Security Register upon surrender of this certificate for registration of transfer at the office
or agency of the Company maintained for the purpose in any place where the principal of and
interest on the Senior Notes are payable, duly endorsed by, or accompanied by a written instrument
of transfer in form reasonably satisfactory to the Company and the Security Registrar duly executed
by, the Holder hereof or by his attorney duly authorized in writing, and thereupon one or more new
certificates evidencing Senior Notes of authorized denominations, and of a like series and
aggregate principal amount, and with like terms and conditions will be issued to the designated
transferee or transferees.



     The Senior Notes are issuable only in registered form without coupons in denominations of
$2,000.00, or any integral multiples of $1,000 in excess thereof, all as more fully provided in the
Indenture. As provided in the Indenture, and subject to certain limitations set forth in the
Indenture, and in this certificate, this certificate is exchangeable for a like aggregate principal
amount of Senior Notes of this series in different authorized denominations, as requested by the
Holders surrendering the same.



     No service charge shall be made for any such registration of transfer or exchange, but the
Company may require payment of a sum sufficient to cover any tax or other government charge payable
in connection therewith, other than in certain cases provided in the Indenture.



     Prior to due presentment of this certificate for registration of transfer, the Company, the
Trustee and any agent of the Company or the Trustee may treat the Person in whose name this
certificate is registered as the owner of the Senior Notes evidenced hereby for all the purpose of
receiving payment of principal of and (subject to Section 3.7 of the Indenture) interest, if any,
on these Senior Notes and for all purposes whatsoever, whether or not such Senior Notes be overdue,
and neither the Company, the Trustee nor any such agent shall be affected by notice to the
contrary.



     This certificate shall be governed by and construed in accordance with the laws of the State
of New York, without regard to the conflicts of laws rules of such state.



     All terms used in this certificate which are defined in the Indenture shall have the meanings
assigned to them in the Indenture.



4









 





     Unless the certificate of authentication hereon has been executed by or on behalf of the
Trustee under the Indenture by the manual signature of one of its authorized signatories this
certificate shall not be entitled to any benefits under the Indenture or be valid or obligatory for
any purpose.



     IN WITNESS WHEREOF, the Company has caused this instrument to be duly executed under its
corporate seal.



	 	 	 	 	 	 	 	 	 	 	 
	[SEAL]	 	 	 	 	 	AMERICAN FINANCIAL GROUP, INC.
	 
	 	 	 	 	 	 	 	 	 	 
	Attest:

	 	 	 	 	 	By:	 	 	 	 
	 

	 	 
	 	 	 	 	 	 	 	 
	 

	 	Name:
	 	 	 	 	 	Name:	 	 
	 

	 	Title:
	 	 	 	 	 	Title:	 	 






5









 






TRUSTEE’S CERTIFICATE OF AUTHENTICATION




     This is one of the Debt Securities of the series designated herein described in the
within-mentioned Indenture.



	 	 	 	 	 	 	 
	Date:                     , 2009	 	U.S. BANK NATIONAL ASSOCIATION	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	 	 	 
	 

	 	 	 	 

Authorized Officer
	 	 







6









 








ABBREVIATIONS




     The following abbreviations, when used in the inscription on the face of this instrument,
shall be construed as though they were written out in full according to applicable laws or
regulations:



	 	 	 	 	 	 	 	 	 
	TENN COM — as tenants in common	 	UNIF GIFT MIN ACT —                      Custodian                     
	TEN ENT — as tenants by the entireties

	 	 	 	 
	 	(Cust)                         (Minor) 
	JT TEN — as joint tenants with right
or survivorship and not as tenants in
common	 	Under Uniform Gifts to Minors ACT
                    

                                                                        (State) 







Additional abbreviations may also be used though not in the above list.




 




FOR VALUE RECEIVED, the undersigned registered holder hereby sell(s), assign(s) and transfer(s)
unto



PLEASE INSERT SOCIAL SECURITY OR OTHER IDENTIFYING NUMBER OF ASSIGNEE




 





 





 




 



PLEASE PRINT OR TYPEWRITE NAME AND ADDRESS OF ASSIGNEE




 




the Senior Notes evidenced by the within certificate and all rights thereunder, hereby irrevocably
constituting and appointing                                                              to transfer said
Senior Notes on the books of the Company with full power of substitution in the premises.




	 	 	 
	Dated:
	 	 
	 

	 	 






			
	Note:	 	The signature to this assignment must correspond with the name as it
appears upon the face of the within certificate in every particular,
without alteration or enlargement or any change whatever.






7









 








EXHIBIT B




CERTIFICATE OF AUTHENTICATION




     This is one of the Debt Securities, of the series designated herein, described in the
within-mentioned Indenture.



	 	 	 	 	 
	 	U.S. BANK NATIONAL ASSOCIATION,

As Trustee

 	 
	 	By:  	 	 
	 	 	Authorized Officer 	 
	 	 	 	 
	 




1