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This Preferred Security is a Global Certificate within the meaning of the
Declaration hereinafter referred to and is registered in the name of The
Depositry Trust Company, a New York corporation (the "Depositary"), or a nominee
of the Depositary. This Preferred Security is exchangeable for Preferred
Securities registered in the name of a person other than the Depositary or its
nominee only in the limited circumstances described in the Declaration and no
transfer of this Preferred Security (other than a transfer of this Preferred
Security as a whole by the Depositary to a nominee of the Depositary or by a
nominee of the Depositary to the Depositary or another nominee of the
Depositary) may be registered except in limited circumstances.

Unless this Preferred Security Certificate is presented by an authorized
representative of the Depositary to the Trust or its agent for registration of
transfer, exchange or payment, and any Preferred Security Certificate issued is
registered in the name of Cede & Co. or such other name as requested by an
authorized representative of the Depositary (and any payment hereon is made to
Cede & Co. or to such other entity as is requested by an authorized
representative of the Depositary), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR
VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL since the registered owner
hereof, Cede & Co., has an interest herein.


CERTIFICATE NUMBER                               NUMBER OF PREFERRED SECURITIES
      - 1 -                                            - _____________ -

                                                 CUSIP NO. ________________


                   CERTIFICATE EVIDENCING PREFERRED SECURITIES
                                       OF
                       AMERICAN FINANCIAL CAPITAL TRUST I

            ____% TRUST ORIGINATED PREFERRED SECURITIESSM ("TOPRS"SM)
                 (LIQUIDATION AMOUNT $25 PER PREFERRED SECURITY)

         AMERICAN FINANCIAL CAPITAL TRUST I, a statutory business trust formed
under the laws of the State of Delaware (the "Trust"), hereby certifies that
Cede & Co. (the "Holder") is the registered owner of preferred securities of the
Trust representing undivided beneficial interests in the assets of the Trust
designated the __% Trust Originated Preferred Securities(sm) (liquidation amount
$25 per Preferred Security) (the "Preferred Securities"). The Preferred
Securities are transferable on the books and records of the Trust, in person or
by a duly authorized attorney, upon surrender of this certificate duly endorsed
and in proper form for transfer. The designation, rights, privileges,
restrictions, preferences and other terms and provisions of the Preferred
Securities represented hereby are issued and shall in all respects by subject to
the provisions of the Declaration of Trust of the Trust dated as of September
__, 1996, as the same may be amended from time to time (the "Declaration"),
including the designation of the terms of the Preferred Securities as set forth
in Annex I to the Declaration. Capitalized terms used herein but not defined
shall have the meaning given them in the


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Declaration. The Holder is entitled to the benefits of the Preferred Securities
Guarantee to the extent provided therein. The Sponsor will provide a copy of the
Declaration, the Preferred Securities Guarantee and the Indenture to a Holder
without charge upon written request to the Sponsor at its principal place of
business.

         Upon receipt of this certificate, the Holder is bound by the
Declaration and is entitled to the benefits thereunder.

         By acceptance, the Holder agrees to treat, for United States federal
income tax purposes, the Debentures as indebtedness and the Preferred Securities
as evidence of indirect beneficial ownership in the Debentures.

IN WITNESS WHEREOF, the Trust has executed this certificate this _______ day of
September, 1996.

                                           AMERICAN FINANCIAL CAPITAL TRUST I

                                           By:______________________
                                           Name:____________________
                                           Title: Regular Trustee

                                           By:______________________
                                           Name:____________________
                                           Title: Regular Trustee


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                                   ASSIGNMENT

FOR VALUE RECEIVED, the undersigned assigns and transfers this Preferred
Security Certificate to:


________________________________________________________________________________
________________________________________________________________________________
________________________________________________________________________________
        (Insert assignee's social security or tax identification number)

________________________________________________________________________________
________________________________________________________________________________
________________________________________________________________________________
                    (Insert address and zip code of assignee)

and irrevocable appoints
________________________________________________________________________________
________________________________________________________________________________
_________________agent to transfer this Preferred Security Certificate on the 
books of the Trust. The agent may substitute another to act for him or her.

Date:_____________

Signature:_______________________________________
(Sign exactly as your name appears on the other side of this Preferred Security
Certificate)