AMERICAN FINANCIAL GROUP, INC. (an Ohio corporation) Senior Notes PURCHASE AGREEMENTSenior Notes Purchase Agreement • June 12th, 2009 • American Financial Group Inc • Fire, marine & casualty insurance • New York
American Financial Group, Inc., an Ohio corporation (the “Company”), confirms its agreement with Banc of America Securities LLC (“Banc of America”), J.P. Morgan Securities Inc. (“JPM”) and Wachovia Capital Markets, LLC (“Wachovia”) and each of the other Underwriters named in Schedule A hereto (collectively, the “Underwriters”, which term shall also include any underwriter substituted as hereinafter provided in Section 10 hereof), for whom Banc of America, JPM and Wachovia are acting as representatives (in such capacity, the “Representatives”), with respect to the issue and sale by the Company and the purchase by the Underwriters, acting severally and not jointly, of the respective principal amounts set forth in said Schedule A of $350,000,000 aggregate principal amount of the Company’s 9.875% Senior Notes due 2019 (the “Securities”). The Securities are to be issued pursuant to an indenture dated as of November 12, 1997 (the “Original Indenture”), as supplemented by a supplemental inden
