Item 1.01 Entry into a Material Definitive Agreement.
On June 10, 2009, American Financial Group, Inc. (the "Registrant") entered into a Purchase Agreement (the "Purchase Agreement") by and among the Registrant and Banc of America Securities LLC, J.P. Morgan Securities Inc. and Wachovia Capital Markets, LLC, as Representatives of the several underwriters, relating to the issuance and sale of $350,000,000 aggregate principal amount of the Registrant's 9-7/8% Senior Notes due 2019 (the "Notes"). The Notes will be issued under an Indenture dated as of November 12, 1997 between the Registrant and U.S. Bank National Association, as Trustee (the "Original Indenture"), as supplemented by the Supplemental Indenture dated as of December 3, 1997 (the "First Supplemental Indenture"), the Second Supplemental Indenture dated as of February 3, 2004 (the "Second Supplemental Indenture") and as proposed to be further supplemented by a Third Supplemental Indenture to be dated as of June 17, 2009 (the "Third Supplemental Indenture," and with the Original Indenture, the First Supplemental Indenture and the Second Supplemental Indenture, the "Indenture"). The Notes have been registered under the Securities Act of 1933 (the "Act") pursuant to a registration statement on Form S-3 (File No. 333-157649) previously filed with the Securities and Exchange Commission under the Act.
Section 9 - Financial Statements and Exhibits Item 9.01 Financial Statements and Exhibits.
(a) Financial statements of business acquired. Not applicable.

(b) Pro forma financial information. Not applicable.

(c) Exhibits.

1 Purchase Agreement dated as of June 10, 2009 among the Registrant and Banc of America Securities LLC, J.P. Morgan Securities Inc. and Wachovia Capital Markets, LLC, as Representatives of the several underwriters

4.1 Form of Third Supplemental Indenture between the Registrant and U.S.

Bank National Association, as Trustee

4.2 Form of 9-7/8% Senior Notes due 2019 (incorporated by reference to Exhibit A to Exhibit 4.1)

5 Opinion of Keating Muething & Klekamp PLL

8 Opinion of Keating Muething & Klekamp PLL Regarding Tax Matters

23.1 Consents of Keating Muething & Klekamp PLL (included in Exhibit 5 and Exhibit 8)

23.2 Consent of Ernst & Young LLP

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