1


                                    EXHIBIT 4


         WHEREAS, on February 18, 1997, AFC Holding Company (formerly American
         Financial Group, Inc.) filed a Registration Statement Number 333-21995
         on Form S-3 (the "Registration Statement") with the Securities and
         Exchange Commission ("SEC") for the purpose of registering $500,000,000
         in aggregate offering prices of debt and equity securities to be issued
         by AFC Holding Company; and

         WHEREAS, on December 3, 1997, the Corporation and AFC Holding Company
         filed a post-effective amendment to the Registration Statement to the
         effect that the Corporation is the issuer of securities offered
         thereunder; and

         WHEREAS, on or about December 3, 1997, the Corporation, AFC Holding
         Company and Star Bank, N.A., as parties to an Indenture dated November
         12, 1997 with respect to unsecured debt securities (the "Debt
         Securities"), executed and delivered a Supplemental Indenture pursuant
         to which the Corporation has been substituted as obligor for all
         purposes under the Debt Securities; and

         WHEREAS, the prospectus relating to the Registration Statement stated
         that Debt Securities offered thereunder would not exceed an initial
         offering price of $300,000,000; and

         WHEREAS, on or about December 10, 1997, the Corporation issued
         $100,000,000 in aggregate principal amount of a series of Debt
         Securities known as the "7-1/8% Senior Debentures due 2007";

         WHEREAS, this Board of Directors has, after due deliberation,
         determined that in light of prevailing market conditions and to afford
         the Corporation the greatest degree of financial flexibility, it is in
         the best interests of the Corporation that the aggregate offering price
         of Debt Securities not be limited to $300,000,000; and that the
         Corporation issue a new series of Debt Securities to be know as the
         "7-1/8% Senior Debentures due 2009" (the "7-1/8% Debentures"); and

         NOW, THEREFORE, BE IT

         RESOLVED, that the Corporation be, and it hereby is, authorized to
         issue and sell Three Hundred Fifty Million Dollars ($350,000,000) in
         aggregate amount of the 7-1/8% Senior Debentures, which Debentures
         shall bear interest from the date of issuance at the rate of 7-1/8% per
         annum and with interest payable semiannually on April 15 and October 15
         of each year, commencing October 15, 1999; and, BE IT

         RESOLVED FURTHER, that in light of prevailing market conditions
         and to afford the Corporation the greatest degree of financial
         flexibility, it is in the best interest of the Corporation that
         the aggregate offering price of the Debt Securities not be limited
         to $300,000,000; and

         RESOLVED FURTHER, that the Corporation will evidence the increase
         in the maximum amount of Debt Securities issuable pursuant to the
         Registration Statement on its Form 8-K to be filed in connection
         with the offering of 7-1/8% Debentures; and

         RESOLVED FURTHER, that the 7-1/8% Senior Debentures will initially be
         issued in the form of one global note (the "Global Note") held in book
         entry form and deposited on the date of the closing of the sale of the
         7-1/8% Senior Debentures with, on or 

   2


         behalf of, The Depository Trust Company ("DTC") and registered in the
         name of Cede & Co., as nominee of DTC (such nominee being referred to
         as the "Global Debenture Holder"); and, BE IT

         RESOLVED FURTHER, that the 7-1/8% Senior Debentures shall have such
         other terms and conditions, consistent with the foregoing, as are set
         forth in the Prospectus Supplement dated April 12, 1999, as the same
         may be amended, modified or supplemented from time to time by or under
         the direction of the officers of the Corporation (as so amended,
         modified or supplemented, the "Prospectus Supplement"); and, BE IT

         RESOLVED FURTHER, that any one (1) or more of the officers of the
         Corporation be, and they hereby are, authorized and directed, on behalf
         of the Corporation, to execute and to deliver any and all documents,
         including (without limitation) certificates evidencing the 7-1/8%
         Senior Debentures, agreements with underwriters or others for the
         marketing and sale of the 7-1/8% Senior Debentures and other
         certificates, ancillary agreements or other documents that such officer
         or officers may deem necessary or appropriate in connection with the
         issuance and sale of the 7-1/8% Senior Debentures or to give full force
         and effect to the purposes of the foregoing resolutions; and, BE IT

         RESOLVED FURTHER, that any one (1) or more of the officers of the
         Corporation be, and they hereby are, authorized to take (or to cause to
         be taken), on behalf of the Corporation, any and all actions, including
         (without limitation) completing and filing with the SEC the Prospectus
         Supplement, that such officer or officers may deem necessary or
         appropriate in connection with the issuance and sale of the Senior
         Debentures or to give full force and effect to the purposes of the
         foregoing resolutions.