1
Certificate Number                                   Number of Common Securities
         -1-                                                       -___________-


                    Certificate Evidencing Common Securities
                                       of
                       AMERICAN FINANCIAL CAPITAL TRUST I
                     ___% Trust Originated Common Securities
                  (liquidation amount $25 per Common Security)


                  American Financial Capital Trust I, a statutory business trust
         formed under the laws of the State of Delaware (the "Trust"), hereby
         certifies that American Financial Group, Inc. (the "Holder") is the
         registered owner of common securities of the Trust representing
         undivided beneficial interests in the assets of the Trust designated
         the ___% Trust Originated Common Securities (liquidation amount $25 per
         Common Security) (the "Common Securities"). The Common 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 Common Securities represented hereby are issued and shall in all
         respects be 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 Common 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 Declaration. The Holder is entitled to
         the benefits of the Common Securities Guarantee to the extent provided
         therein. The Sponsor will provide a copy of the Declaration, the Common
         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
         Common Securities as evidence of indirect beneficial ownership in the
         Debentures.


   2



                  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


   3


                                   ASSIGNMENT

FOR VALUE RECEIVED, the undersigned assigns and transfers this Common 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
Common 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 Common Security
Certificate)