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FORM 8-A
SECURITIES AND EXCHANGE
COMMISSION
Washington, D.C. 20549
For
registration of certain classes of securities
pursuant to section 12(b) or (g) of the
Securities Exchange Act
of 1934
| American Financial Group, Inc. |
|---|
| (Exact name of registrant as specified in its charter) |
| Ohio |
31-0624874 |
|---|---|
| (Jurisdiction of incorporation or organization) |
(IRS Employer Identification No.) |
| One East Fourth Street, Cincinnati, Ohio |
45202 |
|---|---|
| (Address of principal executive offices) | (Zip Code) |
Securities to be registered pursuant to Section 12(b) of the Act:
| Title of each class to be registered |
Name of each exchange on which each class is to be registered |
|---|---|
| 7-1/8% Senior Debentures due 2034 | New York Stock Exchange |
If this form relates to the registration of a class of securities pursuant to Section 12(b) of the Exchange Act and is effective pursuant to General Instruction A.(c), check the following box. [X]
If this form relates to the registration of a class of securities pursuant to Section 12(g) of the Exchange Act and is effective pursuant to General Instruction A.(d), check the following box. [ ]
Securities Act registration statement file number to which this form relates: 333-60044
Securities to be registered pursuant to Section 12(g) of the Act: None
Item 1. Description of Registrant's Securities to be Registered.
The material set forth in the section captioned “Description of Debt Securities” in the Registrant’s registration statement on Form S-3 (File No. 333-106657) filed with the Commission on June 30, 2003 (such registration statement, as amended, including all documents incorporated therein by reference, being herein after referred to as the “Registration Statement”) and the materials set forth in the section captioned “Description of Debentures” in Prospectus Supplement of the Registrant filed with the Commission on January 29, 2004 pursuant to Rule 424(b) under the Securities Act of 1933 which shall supplement the Prospectus contained in the Registration Statement, is incorporated herein by reference.
Item 2. Exhibits.
| 4.1 | Senior Debt Securities Indenture dated as of November 12, 1997, among the Registrant, issuer, and U.S. Bank, N.A. (formerly known as Star Bank, N.A.), as trustee (incorporated by reference to Exhibit 4.1 of the Registrant's Form 8-A dated April 19, 1999) |
| 4.2 | Senior Debt Securities First Supplemental Indenture dated as of December 3, 1997 among the Registrant, AFC Holdings Company and U.S. Bank, N.A. (formerly known as Star Bank, N.A.), as trustee (incorporated by reference to Exhibit 4 from the Registrant’s Post-Effective Amendment No.1 to registration number 333-21995 filed on December 5, 1997) |
| 4.3 | Form of Second Supplemental Indenture among the Registrant and U.S. Bank, N.A. (formerly known as Star Bank, N.A.), as trustee |
| 4.4 | Form of 7-1/8% Senior Debentures due 2034 (included in Exhibit 4.3) |
SIGNATURE
Pursuant to the requirements of Section 12 of the Securities Exchange Act of 1934, the Registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized.
| AMERICAN FINANCIAL GROUP, INC. By: /s/Karl J. Grafe —————————————— Karl J. Grafe Assistant Secretary |
Dated: January 29, 2004
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================================================================================
AMERICAN FINANCIAL GROUP, INC.
Issuer
TO
U.S. BANK NATIONAL ASSOCIATION
Trustee
SECOND SUPPLEMENTAL INDENTURE
DATED AS OF FEBRUARY 3, 2004
7-1/8% SENIOR DEBENTURES
DUE FEBRUARY 3, 2034
================================================================================
TABLE OF CONTENTS1
PAGE
Article I 7-1/8% SENIOR DEBENTURES.........................................1
Section 1.01. Establishment..........................................1
Section 1.02. Definitions............................................2
Section 1.03. Payment of Principal and Interest......................3
Section 1.04. Denominations..........................................4
Section 1.05. Global Securities......................................4
Section 1.06. Redemption at the Option of the Company................4
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......................................8
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...................................13
Section 1.16. Debt Securities Redeemed in Part......................13
Article II MISCELLANEOUS PROVISIONS........................................13
Section 2.01. Recitals by Company...................................13
Section 2.02. Ratification and Incorporation of Indenture;
Application of Second Supplemental Indenture
to other Series of Debt Securities....................13
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 SECOND SUPPLEMENTAL INDENTURE is made as of the 3rd day of February,
2004, 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").
WITNESSETH:
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, (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 Second 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 Second 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
7-1/8% SENIOR DEBENTURES
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 7-1/8% Senior Debentures due February 3, 2034 (the "Senior
Debentures").
There are to be authenticated and delivered Senior Debentures, initially
limited in aggregate principal amount of $100,000,000; provided that such amount
may be increased to up to $115,000,000 in aggregate principal amount if the
underwriters named in the Purchase Agreement dated January 28, 2004 among the
Company and Merrill Lynch & Co. and Merrill Lynch, Pierce, Fenner & Smith
Incorporated as representatives of the several underwriters named therein (the
"Purchase Agreement") exercise their overallotment option to purchase additional
Senior Debentures as provided in the Purchase Agreement and no further Senior
Debentures 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 further, that the
aggregate principal amount of the Senior Debentures may be increased in the
future, without the consent of the Holders of the Senior Debentures, on the same
terms and with the same CUSIP number as the Senior Debentures. The Senior
Debentures shall be issued in definitive fully registered form.
The Senior Debentures 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 Debentures shall be The Depository Trust Company.
The form of the Trustee's Certificate of Authentication for the Senior
Debentures shall be in substantially the form set forth in Exhibit B hereto.
Each Senior Debenture 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. (a) 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 Indenture.
"Final Maturity" means February 3, 2034.
"Interest Payment Date" means February 3, May 3, August 3 and November 3 of
each year.
"Place of Payment" means New York, New York.
"Regular Record Date" means January 19, April 19, July 19 or October 19, as
the case may be, next preceding the relevant Interest Payment Date.
(b) Except as may be provided in a future supplemental indenture for the
benefit of the Holders of all Debt Securities, including the Senior Debentures,
Section 1.1 of the Indenture shall be amended by adding the following
definitions:
"Capital Stock" for any corporation means any and all shares, interests,
rights to purchase, warrants, options, participations or other equivalents of or
interests in (however designated) stock or other equity issued by that
corporation.
"Subsidiary" of the Company means (a) a corporation, a majority of whose
Capital Stock with voting power, under ordinary circumstances, to elect
directors is, at the date of determination, directly or indirectly owned by the
Company or by one or more Subsidiaries of the Company or by the Company and one
or more Subsidiaries of the Company (b) a partnership in which the Company or a
Subsidiary of the Company, holds a majority interest in the equity capital or
profits of such partnership, or (c) any other person (other than a corporation
or a partnership) in which the Company directly or indirectly, at the date of
determination, has (x) at least a majority ownership interest or (y) the power
to elect or direct the election of a majority of the directors or other
governing body of such person.
"Wholly Owned Subsidiary" means, at any time, a Subsidiary all of the
outstanding Capital Stock of which (other than directors' qualifying shares)
shall at such time be owned, directly or indirectly, by the Company, one or more
Wholly Owned Subsidiaries or the Company and one or more Wholly Owned
Subsidiaries.
"Common Stock" means the capital stock, no par value per share, of the
Company.
Section 1.03. Payment of Principal and Interest. The entire outstanding
principal amount of the Senior Debentures 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 Debentures shall
bear interest at the rate of 7-1/8 % per annum until paid or duly provided for.
Interest shall be paid quarterly in arrears on each Interest Payment Date,
commencing May 3, 2004, to the Person in whose name the Senior Debentures 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 Debentures will include interest accrued
to but excluding the respective Interest Payment Dates. Interest payments for
the Senior Debentures 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 Debentures is not a Business Day, then a payment of the 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
Debentures 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 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 Debentures may be issued in
denominations of $25.00, or any integral multiple thereof.
Section 1.05. Global Securities. The Senior Debentures will be issued in
the form of one or more Global Securities registered in the name of the U.S.
Depositary or its nominee. Except under the limited circumstances described
below, Senior Debentures represented by the Global Security will not be
exchangeable for, and will not otherwise be issuable as, Senior Debentures 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 Debenture 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 Senior Debentures 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
Debentures registered in such names as the U.S. Depositary shall direct.
Section 1.06. Redemption at the Option of the Company. The Senior
Debentures may not be redeemed prior to February 3, 2009. On or after February
3, 2009, the Company, at its option, may redeem the Senior Debentures, in whole
at any time or in part from time to time, at 100% of their principal amount,
plus accrued interest to the date of redemption.
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:
"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 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."
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):
(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 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."
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
provided, 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 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
(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."
Section 1.16. 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
Section 2.01. Recitals by Company. The recitals in this Second 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 Debentures and of this Second 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
Second 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 Debentures, and the Indenture and this Second
Supplemental Indenture, solely with respect to the Senior Debentures shall be
read, taken and construed as one and the same instrument. This Second
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 Second 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 caused 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. 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,
as Trustee
By:
Name:
Title:
EXHIBIT A
FORM OF SENIOR DEBENTURE
THIS SECURITY IS A GLOBAL SECURITY WITHIN THE MEANING OF THE INDENTURE
HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME OF A 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 4,600,000 Senior Debentures
CUSIP No. 025932203
ISIN No. US0259322032
American Financial Group, Inc.
7-1/8% Senior Debentures Due February 3, 2034
Principal Amount Per Senior Debenture: $25.00
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 Debenture evidenced
hereby (One Hundred Fifteen Million Dollars ($115,000,000) in the aggregate) on
February 3, 2034, and to pay interest thereon from February 3, 2004 or from the
most recent date to which interest has been paid or duly provided for, quarterly
on February 3, May 3, August 3 and November 3 in each year (each, an "Interest
Payment Date"), commencing May 3, 2004, at the rate of 7-1/8% per annum, until
the principal amount of each Senior Debenture evidenced hereby is paid or duly
made available for payment. Interest on the Senior Debentures 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 January 19, April 19, July 19
or October 19 (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 Debentures (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 Debentures 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 the interest on the Senior Debentures
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 June 1, 1998
(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 the
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 Debenture"), limited to $100,000,000 in aggregate
principal amount; provided that such amount may be increased to up to
$115,000,000 in aggregate principal amount if the underwriters named in the
Purchase Agreement dated January 28, 2004 among the Company and Merrill Lynch &
Co. and Merrill Lynch, Pierce, Fenner & Smith Incorporated as representatives of
the several underwriters named therein, (the "Purchase Agreement") exercise
their overallotment option to purchase additional Senior Debentures as provided
in the Purchase Agreement; provided further, that the aggregate principal amount
of the Senior Debentures may be increased in the future, without the consent of
the Holders of the Senior Debentures, on the same terms and with the same CUSIP
number as the Senior Debentures.
The Senior Debentures may not be redeemed prior to February 3, 2009. On or
after February 3, 2009, the Company, at its option, may redeem the Senior
Debentures, in whole at any time or in part from time to time, at 100% of their
principal amount, plus accrued interest to the date of redemption.
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 Debentures 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
Debentures called for redemption.
Except as provided above, the Senior Debentures 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 Debentures shall occur
and be continuing, the principal amount of the Senior Debentures 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 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 Debentures 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 Debentures 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 Debentures 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 Debentures 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 Debentures 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 Debentures are issuable only in registered form without coupons
in denominations of $25.00, or any integral multiple 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
Debentures 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 governmental 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 Debentures 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 Debenture and for all purposes whatsoever, whether or not such
Senior Debentures 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.
All terms used in this certificate which are defined in the Indenture shall
have the meanings assigned to them in the Indenture.
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:
TRUSTEE'S CERTIFICATE OF AUTHENTICATION
This is one of the Debt Securities of the series designated herein
described in the within-mentioned Indenture.
Dated: February 3, 2004 U.S. BANK NATIONAL ASSOCIATION,
as Trustee
By:
Authorized Officer
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:
TEN 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 Under Uniform Gifts to Minors
right of survivorship Act______________________
and not as tenants in common (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 Debentures evidenced by the within certificate and all rights
thereunder, hereby irrevocably constituting and appointing _____________________
to transfer said Senior Debentures on the books of the Company with full power
of substitution in the premises.
Dated:________________________________________________________________________
Notice: 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
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