0000892251-06-000273 Sample Contracts

AMERICAN FINANCIAL GROUP, INC. 2,321,000 Shares of Common Stock of American Financial Group, Inc. (no par value) AMENDED AND RESTATED EQUITY DISTRIBUTION AGREEMENT
Equity Distribution Agreement • March 27th, 2006 • American Financial Capital Trust Ii • Fire, marine & casualty insurance • New York

This AMENDED AND RESTATED EQUITY DISTRIBUTION AGREEMENT (the “Agreement”) is made as of March 27, 2006, by and between American Financial Group, Inc. (the “Company”), and UBS Securities LLC (the “Manager”) and amends and restates the Equity Distribution Agreement, effective as of November 17, 2004 and amended effective March 31, 2005, between the Company, American Premier Underwriters, Inc. and the Manager (the “Original Agreement”).

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