SEC FORM 4 SEC Form 4
FORM 4 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940
 
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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
1. Name and Address of Reporting Person*
JENSEN KEITH A

(Last) (First) (Middle)
ONE EAST FOURTH STREET

(Street)
CINCINNATI OH 45202

(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
AMERICAN FINANCIAL GROUP INC [ AFG ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director 10% Owner
X Officer (give title below) Other (specify below)
Sr. Vice President
3. Date of Earliest Transaction (Month/Day/Year)
01/28/2011
4. If Amendment, Date of Original Filed (Month/Day/Year)
6. Individual or Joint/Group Filing (Check Applicable Line)
X Form filed by One Reporting Person
Form filed by More than One Reporting Person
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3) 2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V Amount (A) or (D) Price
Common Stock 28,856 D
Common Stock 8,343 I Spouse
Common Stock 728.3707 I 401-K(1)
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (Month/Day/Year) 3A. Deemed Execution Date, if any (Month/Day/Year) 4. Transaction Code (Instr. 8) 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 6. Date Exercisable and Expiration Date (Month/Day/Year) 7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) 8. Price of Derivative Security (Instr. 5) 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Phantom Stock (2) (2) (2) Common Stock 591.9403 591.9403 D
Phanton Stock $32.61 01/28/2011 I 5,809.726 (3) (3) Common Stock 5,809.726 $0.00 2,792.556 D
Explanation of Responses:
1. Held in the Company's Retirement and Savings Plan. The number of shares of common stock is based on a statement dated as of 12/31/10.
2. Represents amounts held by the Reporting Person in the Issuer's retirement plan based on a statement dated 12/31/2010. Each share is the economic equivalent of one share of common stock. Upon termination of employment or earlier, if so elected, the Reporting Person's account balances may be distributed, at the option of the Issuer, either in cash or in shares of the Issuer's common stock.
3. Withdrawal by the Reporting Person of amounts from the Issuer's Deferred Compensation Plan. Each share is the economic equivalent of one share of common stock. Upon termination of employment or earlier, if so elected, the Reporting Person's account balance may be distributed, at the option of the Issuer, either in cash or in shares of the Issuer's common stock.
Remarks:
Keith A. Jensen By: Mark A. Weiss 02/01/2011
** Signature of Reporting Person Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

POWER OF ATTORNEY

	KNOW ALL MEN BY THESE PRESENTS, that the undersigned hereby constitutes and
appoints each of Karl J. Grafe and Mark A. Weiss as the true and lawful attorney
or attorneys-in-fact, with the full power of substitution and revocation, for
the undersigned and in the name, place and stead of the undersigned, in any and
all capacities, to execute, on behalf of the undersigned, any and all statements
or reports under Section 16 of the Securities Exchange Act of 1934, as amended,
with respect to the beneficial ownership of shares of Common Stock, no par
value, of American Financial Group, Inc., including, without limitation, all
initial statements of beneficial ownership on Form 3, all statements of changes
in beneficial ownership on Form 4 and all annual statements of changes in
beneficial ownership of securities on Form 5, all successor or similar forms and
any and all other documents that may be required, from time to time, to be filed
with the Securities and Exchange Commission, to execute any and all amendments
or supplements to any such statements, reports or forms, and to file the same,
with all exhibits thereto, and other documents in connection therewith, with the
Securities and Exchange Commission, granting to said attorney or
attorneys-in-fact, and each of them, full power and authority to do so and
perform each and every act and thing requisite and necessary to be done in and
about the premises, as fully and to all intents and purposes as the undersigned
might or could do in person, hereby ratifying and confirming all that said
attorney or attorneys-in-fact or any of them or their substitute or substitutes,
may lawfully do or cause to be done by virtue hereof.
      The undersigned acknowledges that the foregoing attorneys-in-fact, and
each of them, in serving in such capacity at the request of the undersigned, are
not assuming any of the responsibilities of the undersigned to comply with
Section 16 of the Securities Exchange Act of 1934 or any other legal
requirement.  This Power of Attorney shall remain in effect until revoked by the
undersigned in a signed writing delivered to the foregoing attorneys-in-fact.

	/s/Keith A. Jensen
	KEITH A. JENSEN


Date  October 28, 2010

Power of Attorney Form
Section 16