As filed with the Securities and Exchange Commission
on December 2, 1999
Registration No. 333-
- -----------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
---------------------------------
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
-----------------------------------
Incorporated AMERICAN FINANCIAL I.R.S. Employer
Under the Laws GROUP, INC. Identification No.
of Ohio ONE EAST FOURTH 31-1544320
STREET
CINCINNATI, OHIO
45202
AMERICAN FINANCIAL GROUP, INC.
DEFERRED COMPENSATION PLAN
------------------------------------------
James C. Kennedy, Esq.
Vice President & Secretary
American Financial Group, Inc.
One East Fourth Street
Cincinnati, Ohio 45202
(513) 579-2538
(Agent for Service of Process)
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
<S> <C> <C> <C> <C>
Proposed Proposed
Title of Amount Maximum Maximum Amount of
Securities To Be Offering Aggregate Registrati
To Be Registered Registered Price Offering on
(1) Per Share Price (2) Fee(3)
(2)
Common Stock,
no par value 500,000 $26.90625 $13,453,125 $3,552
Shares
Deferred
Compensation $7,500,000 $1.00 $7,500,000 $1,980
Obligations
(1) This Registration Statement is filed for up to $7,500,000 in
Deferred Compensation Obligations and up to 500,000 shares of
Common Stock issuable pursuant to the American Financial Group,
Inc. Deferred Compensation Plan.
(2) Estimated solely for purposes of calculating the
registration fee.
(3) Registration fee has been calculated pursuant to Rule
457(h).
</TABLE>
Page 1 of 14 Pages
Exhibit Index on Page 3
<PAGE>
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference
The following documents filed by American Financial Group,
Inc. (the "Registrant") with the Securities and Exchange
Commission (the "Commission") are incorporated herein by
reference and made a part hereof:
1. Annual Report on Form 10-K for the year ended December 31,
1998;
2. Quarterly Reports on Form 10-Q for the quarters ended March
31, 1999, June 30, 1999 and September 30, 1999;
3. Current Report on Form 8-K dated April 13, 1999; and
4. The description of the Registrant's Common Stock contained
in the Registrant's Registration Statement on Form 8-A filed
with the Commission under the Securities Exchange Act of
1934 on November 25, 1997.
All reports and other documents filed by the Registrant
pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Securities
Exchange Act of 1934, prior to the filing of a post-effective
amendment which indicates that all securities offered have been
sold or which deregisters all securities then remaining unsold,
shall be deemed to be incorporated by reference in this
Registration Statement and to be a part hereof from the date of
filing such documents.
Item 4. Description of Securities
Under the American Financial Group, Inc. Deferred
Compensation Plan (the "Plan"), the Registrant will provide
eligible employees the opportunity to defer a specified
percentage of their cash compensation. Eligible employees may
elect to have earnings credited to such employee's deferred
compensation account under two investment alternatives. An
employee can either defer compensation into an account in which
funds are credited with earnings based on (i) the market
performance of the Registrant's Common Stock (the "AFG Common
Stock Alternative"), (ii) an interest-bearing account (the
"Interest Alternative") or (iii) a combination of the foregoing.
The obligation of the Registrant ultimately to pay such
deferred amounts in accordance with the Plan (the "Deferred
Obligations") will be unsecured general obligations of the
Registrant and will rank pari passu with other unsecured and
unsubordinated indebtedness of the Registrant from time to time
outstanding. The Registrant is a holding company, and its right
to participate in any distribution of the assets of any
subsidiary upon its liquidation or reorganization or otherwise is
subject to the prior claims of creditors of the subsidiary,
except to the extent that claims of the Registrant itself as a
creditor of the subsidiary may be recognized. Consequently, the
rights of participants in the Plan are subject to the prior
claims of creditors of the Registrant's subsidiary.
The amount of compensation to be deferred by each
participating employee will be determined in accordance with the
Plan based on elections by the employee. Each distribution under
either the AFG Common Stock Alternative or the Interest
Alternative will be made on a date selected by the employee
participant in accordance with the terms of the Plan.
- 1 -
<PAGE>
To the extent participants select the Interest Alternative,
their account will be adjusted to earn interest at a rate
determined by the Board of Directors of the Registrant. Such
obligations will be denominated and be payable in United States
dollars.
To the extent participants select the AFG Common Stock
Alternative, their account will change in value based on the
price of the Registrant's Common Stock beginning on the date of
the investment of such Common Stock in accordance with the terms
of the Plan. Such obligations will be paid in shares of
Registrant Common Stock. A description of the Registrant's
Common Stock is contained in the documents incorporated herein by
reference.
Any participant's right or the right of any other person to
the Deferred Obligations cannot be transferred, pledged, or
encumbered except by a transfer pursuant to a written designation
of beneficiary under the Plan.
The Deferred Obligations are not subject to redemption, in
whole or in part, prior to the individual payment dates specified
by the participating employees, at the option of the Registrant
or through operation of a mandatory or optional sinking fund of
analogous provision. However, the Registrant reserves the right
to amend or terminate the Plan at any time, except that no such
amendment or termination shall reduce retroactively the right of
an employee participant to the balance of his or her deferred
account as of the date of such amendment or termination.
The Deferred Obligations are not convertible into another
security of the Registrant. The Deferred Obligations will not
have the benefit of a negative pledge or any other affirmative or
negative covenant on the part of the Registrant. No trustee has
been appointed having the authority to take action with respect
to the Deferred Obligations, and each employee participant will
be responsible for acting independently with respect to, among
other things, the giving of notices, responding to any requests
for consents, waivers or amendments pertaining to the Deferred
Obligations, enforcing covenants and taking action upon a
default.
Item 5. Interests of Named Experts and Counsel
The legality of the Common Stock offered hereby will be
passed upon for the Company by Karl J. Grafe, Esq., Assistant
General Counsel and Assistant Secretary of the Company. Mr.
Grafe beneficially owns 12,552 shares of the Company's Common
Stock.
Item 6. Indemnification of Directors and Officers
Ohio Revised Code, Section 1701.13(E), allows
indemnification by the Registrant to any person made or
threatened to be made a party to any proceedings, other than a
proceeding by or in the right of the Registrant, by reason of the
fact that he is or was a director, officer, employee or agent of
the Registrant, against expenses, including judgment and fines,
if he acted in good faith and in a manner reasonably believed to
be in or not opposed to the best interests of the Registrant and,
with respect to criminal actions, in which he had no reasonable
cause to believe that his conduct was unlawful. Similar
provisions apply to actions brought by or in the right of the
Registrant, except that no indemnification shall be made in such
cases when the person shall have been adjudged to be liable for
negligence or misconduct to the Registrant unless deemed
otherwise by the court. Indemnifications are to be made by a
majority vote of a quorum of disinterested directors or the
written opinion of independent counsel or by the shareholders or
by the court. The Registrant's Code of Regulations extends such
indemnification.
- 2 -
<PAGE>
The Registrant maintains, at its expense, Directors and
Officers Liability and Registrant Reimbursement Liability
Insurance. The Directors and Officers Liability portion of such
policy covers all directors and officers of the Registrant and of
the companies which are, directly or indirectly, more than 50%
owned by the Registrant. The policy provides for payment on
behalf of the directors and officers, up to the policy limits and
after expenditure of a specified deductible, of all loss (as
defined) from claims made against them during the policy period
for defined wrongful acts, which include errors, misstatements or
misleading statements, acts or omissions and neglect or breach of
duty by directors and officers in the discharge of their
individual or collective duties as such. The insurance includes
the cost of investigations and defenses, appeals and bonds and
settlements and judgments, but not fines or penalties imposed by
law. The insurance does not cover any claims arising out of acts
alleged to have been committed prior to October 24, 1978. The
insurer limit of liability under the policy is $50,000,000 in the
aggregate for all losses each year subject to certain individual
and aggregate deductibles. The policy contains various
exclusions and reporting requirements.
The Registrant also has entered into indemnification
agreements with its executive officers and directors providing
for indemnification against certain liabilities to the fullest
extent permitted under Ohio law.
Item 7. Exemption from Registration Claimed
Not applicable.
Item 8. Exhibits
5 Opinion of Karl J. Grafe, Esq.
10 American Financial Group, Inc. Deferred Compensation
Plan
23.1 Consent of Karl J. Grafe, Esq. (contained on Exhibit 5)
23.2 Consent of Ernst & Young LLP
24 Power of Attorney (contained on the signature page).
Item 9. Undertakings
9.1 The Registrant hereby undertakes to file, during any
period in which offers or sales are being made, a post-effective
amendment to this Registration Statement:
1. to include any prospectus required by Section
10(a)(3) of the Securities Act of 1933;
2. to reflect in the prospectus any facts or events
arising after the effective date of the
Registration Statement (or the most recent post-
effective amendment thereof) which, individually
or in the aggregate, represent a fundamental
change in the information set forth in the
Registration Statement.
- 3 -
<PAGE>
Notwithstanding the foregoing, any increase or
decrease in volume of securities offered (if the
total dollar value of securities offered would not
exceed that which was registered) and any
deviation from the low or high end of the
estimated maximum offering range may be reflected
in the form of prospectus filed with the
Commission pursuant to Rule 424(b) if, in the
aggregate, the changes in volume and price
represent no more than a 20% change in the maximum
aggregate offering price set forth in the
"Calculation of Registration Fee" table in the
effective registration statement.
3. to include any material information with respect
to the plan of distribution not previously
disclosed in the Registration Statement or any
material change to such information in the
Registration Statement;
provided, however, that paragraphs (1) and (2) do not apply if
the information required to be included in a post-effective
amendment by those paragraphs is contained in periodic reports
filed with or furnished to the Commission by the registrant
pursuant to Section 13 or Section 15(d) of the Securities
Exchange Act of 1934 that are incorporated by reference in the
registration statement.
9.2 The undersigned Registrant hereby undertakes that, for
the purpose of determining any liability under the Securities Act
of 1933, each such post-effective amendment shall be deemed to be
a new Registration Statement relating to the securities offered
therein, and the offering of such securities at that time shall
be deemed to be the initial bona fide offering thereof.
9.3 The undersigned Registrant hereby undertakes to remove
from registration by means of a post-effective amendment any of
the securities being registered which remain unsold at the
termination of the offering.
9.4 The undersigned Registrant hereby undertakes that, for
purposes of determining any liability under the Securities Act of
1933, each filing of the Registrant's annual report pursuant to
Section 13(a) or Section 15(d) of the Securities Exchange Act of
1934 that is incorporated by reference in the Registration
Statement shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of
such securities at that time shall be deemed to be the initial
bona fide offering thereof.
9.5 Insofar as indemnification for liabilities arising
under the Securities Act of 1933 may be permitted to directors,
officers and controlling persons of the Registrant pursuant to
the foregoing provisions, or otherwise, the Registrant has been
advised that in the opinion of the Securities and Exchange
Commission such indemnification is against public policy as
expressed in the Act and is, therefore, unenforceable. In the
event that a claim for indemnification against such liabilities
(other than the payment by the Registrant of expenses incurred or
paid by a director, officer or controlling person of the
Registrant in the successful defense of any action, suit, or
proceeding) is asserted by such director, officer or controlling
person in connection with the securities being registered, the
Registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of
appropriate jurisdiction the question whether such
indemnification by it is against public policy as expressed in
the Act and will be governed by the final adjudication of such
issue.
- 4 -
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
Registrant certifies that it has reasonable grounds to believe
that it meets all of the requirements for filing on Form S-8 and
has duly caused this Registration Statement to be signed on its
behalf by the undersigned, thereunto duly authorized, in
Cincinnati, Ohio, on December 2, 1999.
AMERICAN FINANCIAL GROUP, INC.
By: Carl H. Lindner
Carl H. Lindner
Chairman of the Board and
Chief Executive Officer
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons
in the capacities as of the dates indicated. Persons whose names
are marked with an asterisk (*) below hereby designate James C.
Kennedy or Karl J. Grafe as their attorneys-in-fact to sign all
amendments, including any post-effective amendments, to this
Registration Statement.
Signature Capacity Date
*Carl H. Lindner Chairman of the Board
- --------------------- and Chief Executive December 2, 1999
Carl H. Lindner Officer and Director
*Carl H. Lindner, III
- --------------------- Director December 2, 1999
Carl H. Lindner, III
*Keith E. Lindner
- --------------------- Director December 2, 1999
Keith E. Lindner
*S. Craig Lindner
- --------------------- Director December 2, 1999
S. Craig Lindner
*Theodore H. Emmerich
- --------------------- Director December 2, 1999
Theodore H. Emmerich
*James E. Evans
- --------------------- Director December 2, 1999
James E. Evans
Fred J. Runk Senior Vice President
- --------------------- and Treasurer December 2, 1999
Fred J. Runk (Principal Financial
and Accounting
Officer)
- 6 -
<PAGE>
The Plan. Pursuant to the requirements of the Securities
Act of 1933, the trustees (or other persons who administer the
employee benefit plan) have duly caused this registration
statement to be signed on behalf of the Plan by the undersigned,
thereunto duly authorized, in the city of Cincinnati, State of
Ohio, on December 2, 1999.
American Financial Group, Inc.
Deferred Compensation Plan
By: James C. Kennedy
---------------------------------
James C. Kennedy
Vice President, Deputy General
Counsel and Secretary
- 7 -
EXHIBIT 5
December 2, 1999
American Financial Group, Inc.
One East Fourth Street
Cincinnati, Ohio 45202
Dear Sir or Madam:
I have acted as counsel to American Financial Group, Inc.,
an Ohio corporation (the "Company") in connection with the
preparation of a Registration Statement on Form S-8 filed by the
Company with the Securities and Exchange Commission. The
Registration Statement relates to the issuance and sale of up to
500,000 shares of Common Stock, no par value and $7,500,000 of
Deferred Compensation Obligations of the Company pursuant to the
American Financial Group Deferred Compensation Plan (the "Plan").
In connection with this opinion, I have examined and am
familiar with originals or copies, certified or otherwise
identified to my satisfaction, of such documents as I have deemed
necessary or appropriate as a basis for the opinions set forth
below including (i) the Registration Statement, (ii) the Restated
and Amended Articles of Incorporation and Code of Regulations of
the Company, each as amended to the date hereof, and (iii)
resolutions of the Board of Directors of the Company relating to
the approval of the Plan, issuance of shares of Common Stock
pursuant to the Plan and the filing of the Registration
Statement.
Based upon and subject to the foregoing, I am of the opinion
that:
(1) The obligations under the Plan will, when arising under
the Plan in accordance with its terms, constitute valid
and binding obligations of the Company;
(2) when the shares of Common Stock have been issued as
contemplated by the Plan, such shares of Common Stock
will constitute duly issued, fully paid and non-
assessable shares of Common Stock of the Company;
(3) the Company is a duly organized and validly existing
corporation under the laws of the State of Ohio; and
(4) the Company has taken all necessary and required
corporate actions in connection with the Plan.
I hereby consent to be named in the Registration Statement
and the Prospectus part thereof as the attorney who has passed
upon legal matters in connection with the issuance of the
aforesaid Common Stock and to the filing of this opinion as an
exhibit to the Registration Statement.
Very truly yours,
Karl J. Grafe
Karl J. Grafe
Assistant General Counsel and
Assistant Secretary
- 8 -
<PAGE>
EXHIBIT 10
American Financial Group, Inc.
Deferred Compensation Plan
1. Establishment and Purpose
a. Effective November 1, 1999, American Financial Group, Inc.
("AFG" or the "Company") adopts this Deferred Compensation Plan
to enable eligible Employees of the Company and its subsidiaries
to defer payment of a portion of their compensation.
2. Plan Objectives
a. The purpose of the Plan is to assist eligible Employees to:
i. Accumulate income for retirement; and
ii. Provide opportunity for financial growth.
3. Definitions
When used in this Plan, the following words and phrases
shall have the following meanings:
a. "Account" means the record maintained for each Participant
to which all deferrals, earnings (or losses) and distributions
are credited and debited for each Plan Year.
b. "Administrator" means the person or persons appointed by the
Board of Directors of the Company who is responsible for those
functions assigned to the Administrator under the terms of the
Plan.
c. "Base Salary" means base pay, excluding any bonuses and
other extraordinary payments.
d. "Bonus" means any direct lump-sum payment earned for
services rendered in addition to the Participant's Base Salary.
e. "Common Stock" means the Company's common stock.
f. "Company" means American Financial Group, Inc. and (unless
the context indicates otherwise) its subsidiaries and affiliates.
g. "Compensation" means Base Salary and Bonus.
h. "Employee" means an employee of the Company.
i. "Expiration Date" means, with respect to each annual
deferral hereunder, the earlier of (i) the last day of the year
to which a Participant elects to defer Compensation, or (ii) the
pay date for the payroll period in which a Participant dies,
becomes Disabled or terminates employment with the Company.
j. "Participant" means an officer or other highly compensated
Employee who participates in the Plan for a designated Plan Year.
k. "Plan" means this American Financial Group, Inc. Deferred
Compensation Plan.
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<PAGE>
l. "Plan Year" means the calendar year, January 1 through
December 31. The initial Plan Year shall commence on January 1,
2000.
4. Eligibility
a. Certain key Employees of the Company and its subsidiaries
will be eligible to become Participants in the Plan either
through annual invitation by the Administrator or through an
employment agreement approved by the Chief Executive Officer.
5. Participation
a. A Participant participates in the Plan by delivering to the
Administrator, by the December 1st prior to the beginning of each
Plan Year, a properly completed enrollment form that conforms to
the terms and conditions of the Plan.
6. Deferred Compensation Account
a. For each Plan Year, a deferred compensation Account will be
established for each Participant.
b. All Compensation deferred by the Participant, all earnings
(or losses) determined under Section 9 and all distributions from
the Account to the Participant or the Participant's beneficiaries
or estate shall be reflected in the Account.
c. All Accounts shall be maintained by the Administrator.
7. Deferral Sources
a. At the time of enrollment, a Participant must elect to defer
a stated percentage of his or her Compensation for services
rendered in the next Plan Year.
b. Any Base Salary deferral must be at least 5% and no more
than 80% of Base Salary. Any Bonus deferral must be at least 10%
and no more than 80% of each Bonus. No deferral election shall
reduce a Participant's paid compensation below the amount
necessary to satisfy applicable employment taxes (e.g., FICA/
Medicare) on amounts deferred, benefit plan withholding
requirements or income tax withholding for compensation that
cannot be deferred.
c. Compensation deferred under this Plan shall be credited to
the Participant's Account on the date such amounts would have
otherwise been paid.
d. The deferral sources and amounts elected for a given Plan
Year are irrevocable.
8. Deferral Term
a. At the time a Participant elects to defer Compensation, the
Participant must also elect the term for which such deferral is
made (the "deferral term"). The deferral term must be either (i)
a fixed number of years or (ii) a period ending on the date on
which the Participant terminates employment with the Company for
any reason, including death or disability.
- 10 -
<PAGE>
9. Crediting of Earnings
a. There shall be credited to the Account of each Participant
an additional amount of earnings (or losses) determined under
this Section 9.
b. At the time a Participant elects to defer Compensation, each
Participant also shall elect (in whole percentages) to have
earnings (or losses) credited to his or her Account under one (or
a combination) of the following investment elections:
i. Interest Election
ii. Common Stock Election
To the extent a Participant selects the Interest
Election, his or her account will be adjusted to earn
interest during any Plan Year of the deferral term at a
rate determined by the Board of Directors of the
Company on the prior November 15. The interest rate
selected will be based on the general level of interest
rates as well as interest rates the Company is paying
on its debt obligations. In the exercise of its
discretion, the Board of Directors of the Company may
raise (but not lower) such selected interest rate for
any Plan Year, based upon significant movements in the
general level of interest rates.
To the extent a Participant selects to invest in the
Common Stock Election, his or her account will change
in value based on the price of AFG Common Stock,
beginning on the date of the investment in such Common
Stock in accordance with the terms of the Plan. The
account will be adjusted to reflect stock splits,
distributions and dividends affecting the Common Stock.
Participants selecting to invest in the Common Stock
Election will also receive a matching contribution from
the Company equal to 7 1/2% of their deferral (the "Common
Stock Match"). The Common Stock Match will be credited
to a Participant's Deferral Account at the same time as
the Participant deferrals.
c. Except as provided in Section 9(d), an investment election
shall be effective for the entire deferral term to which it
relates and may not be modified or terminated.
d. For each Plan Year, the participant's Account shall be
increased or decreased as if it had earned the rate of return
corresponding to the amount determined under this Section. Such
increase or decrease shall be based on the varying balances in
each of the investment elections comprising the Participant's
Account throughout the Plan Year and shall be credited quarterly
on the last day of each March, June, September and December.
10. Payment Form and Method
a. Payments from the Plan shall be made in the form of cash,
except in the case where a Participant's Account is being
credited based on the Common Stock Election, in which case such
Participant shall receive benefit payments in the form of whole
shares of AFG Common Stock, or at the Company's election, in
cash. Any fractional shares shall be paid in cash. Any required
tax withholding will be deducted from the Participant's Account.
- 11 -
<PAGE>
b. At the time of enrollment for a given Plan Year, a
Participant shall elect the method of payment desired upon the
Expiration Date of the deferral term(s) elected.
c. A Participant may choose either a lump sum or equal monthly
installment payment method for a given Plan Year.
d. The payment method elected shall cover all deferral terms,
from all deferral sources, for the respective Plan Year.
e. Should a Participant elect installments, the Participant
must elect at the time of the enrollment the length of time over
which such installments are to be received.
f. While the installment period elected is irrevocable,
Participants selecting payment in a lump sum may elect to further
defer their Compensation to an installment payment method with at
least 30 days' notice to the Company prior to the scheduled
payment of the lump sum.
11. Account Statement
a. An Account Statement will be sent to each Participant
quarterly until the Participant's Account has been completely
distributed.
12. Account Distribution
a. Payment will begin on the first payroll day of the month
which first follows a 30-day processing period beginning on the
Expiration Date.
b. Applicable federal, state, local and foreign taxes will be
deducted from the gross amount of the payment, whether in cash or
in shares of AFG Common Stock.
c. Equal monthly installments must be at least $1,000. The
Administrator, therefore, shall have the right to reduce the
length of the installment period to that which provides an equal
monthly installment of at least $1,000.
d. If installment payments are in effect, the Participant's
Account shall continue to be credited with earnings (or losses)
hereunder until payment of the final installment.
13. Hardship Distributions
a. Distribution of payments from an Participant's Account prior
to the Expiration Date shall be made only if the Administrator,
after consideration of an application by such Participant,
determines that the Participant has sustained financial hardship
caused by events beyond the Participant's control. In such
event, and notwithstanding anything to the contrary herein, 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.
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<PAGE>
14. Beneficiary Designation
a. A Participant shall have the right to designate one or more
beneficiaries and to change any beneficiary previously
designated.
b. A Participant shall submit his or her beneficiary
designation in writing using the beneficiary designation portion
of the enrollment form. The Participant shall deliver the
completed form to the Administrator. The most recently dated and
filed beneficiary designation shall cancel all prior
designations.
c. In the event of the Participant's death before or after the
commencement of payments from the Account, the amount otherwise
payable to the Participant shall be paid to the designated
beneficiaries, and if there are no beneficiaries, to the estate
of the Participant, according to the provisions of Section 12.
15. General Provisions
a. Participant's Rights Unsecured. The right of any
Participant to receive payments under the provisions of this Plan
shall be an unsecured claim against the general assets of the
Company. It is not required or intended that the amounts
credited to the Participant's Account be segregated on the books
of the Company or be held by the Company in trust for a
Participant and a Participant shall not have any claim to or
against a specific asset or assets of the Company. All credits
to an Account are for bookkeeping purposes only.
b. Non-assignability. The right to receive payments shall not
be transferable or assignable by a Participant. Any attempted
assignment or alienation of payments shall be void and of no
force or effect.
c. Administration. The Administrator shall have the authority
to adopt rules, regulations and procedures for carrying out this
Plan, and shall interpret, construe and implement the provisions
of the Plan according to the laws of the State of Ohio.
d. Amendment and Termination. This Plan may at any time or
from time to time be amended or terminated. No amendment,
modification or termination shall adversely affect the
Participant's rights under this Plan.
e. Construction. The singular shall also include the plural
where appropriate.
f. Employment Rights. This Plan does not constitute a
contract of employment and participation in the Plan will not
give any Participant the right to be retained in the employ of
the Company.
g. Bonus Rights. This Plan does not confer the right for a
Participant to receive a Bonus.
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<PAGE>
EXHIBIT 23.2
Consent of Independent Auditors
We consent to the incorporation by reference in the Registration
Statement (Form S-8) of American Financial Group, Inc. for the
registration of 500,000 shares of common stock and $7.5 million
in deferred compensation obligations of our report dated March
19, 1999, with respect to the consolidated financial statements
and schedules of American Financial Group, Inc. included in its
Annual Report (Form 10-K) for the year ended December 31, 1998,
filed with the Securities and Exchange Commission.
/s/ Ernst & Young LLP
November 30, 1999
Cincinnati, Ohio
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