American Financial Group, Inc.; Rule 14a-8 no-action letter

DIVISION OF CORPORATION FINANCE

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549-3010

March 6, 2009

Karl J. Grafe Vice President & Assistant General Counsel American Financial Group, Inc. One East Fourth Street Cincinnati, OR 45202

Re: American Financial Group, Inc.

. Incoming letter dated Januar 7, 2009

Dear Mr. Grafe:

This is in response to your letters dated Januar 7,2009, Februar 10, 2009 and

Februar 23, 2009 concerning the shareholder proposal submitted to AFG by the New

York City Employees' Retirement System, the New York City Teachers' Retirement

System, the New York City Police Pension Fund, the New York City Fire Deparent

Pension Fund, and the New York City Board of

Education Retirement System. We also

have received letters on the proponents' behalf dated February 5, 2009, Februar 11,

2009, and February 12,2009. Our response is attached to the enclosed photocopy of

your

correspondence. By dotng this, we avoid having to recite or sumarize the facts set forth

in the correspondence. Copies of all of

the correspondence also wil be provided to the

proponents.

In connection with this matter, your attention is directed to the enclosure, which

sets forth a brief discussion of

the Division's informal procedures regarding shareholder

proposals.

Sincerely,

Enclosures

cc: Richard S. Simon

Deputy General Counsel Office ofthe Comptroller

1 Centre Street

New York, NY 10007-2341

Senior Special Counsel

DIVISION OF CORPORATION FINANCE

INFORM PROCEDURS REGARING SHAREHOLDER PROPOSALS

The Division of Corporation Finance believes that its responsibility with respect to

matters arsing under Rule 14a-8 (17 CFR 240.

14a-8), as with other matters under the prQxy

rules, is to aid those who must comply with the rule by offering informal advice and suggestions

and to determine, initially, whether or not it may be appropriate in a paricular matter to .

recommend enforcement action to the Commission. In connection with a shareholder proposal

under Rule 14a-8, the Division's staff considers the information furnished to it by the Company

in support of its intention to exclude the proposals

from the Company's proxy materials, as well

as any information fuished by the proponent or the proponent's representative.

Although Rule 14a-8(k) does not require any communcations from shareholders

to the

Commission's staff, the staffwil always consider information concerning alleged violations of

the statutes administered by

the Commssion, including arguent as to whether or not activities

proposed to be taken would be violative of the statute or rule involved. The receipt by the staff

of such information, however, should not be construed as changing the staffs informal

procedures and proxy review into a formal or adversar procedure.

It is important to note that the staffs and Commission's no-action responses to Rule 14a-8(j) submissions reflect only informal views. The determnations reached in these no

action letters do not and canot adjudicate the merits of a company's position with respect to the

proposal. Only

a cour such as a U.S. Distrct Court can decide whether a company is obligated

. to include shareholder proposals in its proxy materials: Accordinglya discretionar

determination not to recommend or take Commission enforcement action, does not preclude a

proponent, or any shareholder of a company, from pursuing any rights he or she may have against

the company in cour, should the management omit the proposal from the company's proxy

materiaL.

March 6, 2009

Response of the Office of Chief Counsel Division of Corporation Finance

Re: American Financial Group, Inc. Incoming letter dated January 7, 2009

The proposal relates to the company's equal employment opportity policy.

There appears to be some basis for your view that AFG may exclude the proposal under rule 14a-8(h)(3). We note your representation that AFG included the proponents' proposal in its proxy statement for its 2008 anual meeting, but that neither the proponents nor their representative appeared to present the proposal at this meeting. Moreover, the proponents have not stated a "good cause" for the failure to appear. Under the circumstances, we wil not recommend enforcement action to the Commission if AFG omits the proposal from its proxy materials in reliance on rule 14a-8(h)(3). This response will also apply. to any future submissions to AFG by the same proponents with respect to

any shareholder meetings held durng calendar year 2009 and calendar year 20 I O.

Sincerely,

Michael Reedich Special Counsel

;'

-- 2

~

AMRICAN ? FINACIAL

GROUP, INC.

Karl J. Grafe

Vice President & Assistant General Counsel

Direct Dial: 513-579-2540

Fax: 513~579-0J08

Februar 23, 2009

VIA EMA (shareholderproposals(?)~ UPSOvemight

u.s. Securities and Exchange Commission Division of Corporation Finance

Office of Chief Counsel

450 Fifth Street, N.W.

Washington, D.C. 20549

Re: American Financial Group, Inc. ("AFG" or the

"Company") Shareholder Proposal for 2009

Annual Meeting Submitted by certain

City Pension Funds

New York

Dear Sir or Madam:

I wrte asa follow-up to my earlier letters dated Januar 7, 2009 and February 10,

2009 in connection with a shareholder proposal (the "2009 Proposal") submitted to AFG

on behalf of

the New York City Employees' Retirement System, the New York City

Teachers' Retirement System, the New York City Police Pension Fund, the New York City

Fire Departent Pension Fund, and the New York Board of

Education RetirementSystem

Funds. . (collectively, the "Funds") seeking inclusion in the proxy materials to be made available to

AFG shareholders in connection with pur May 14, 2009 annual meeting. My January 7

letter inadvertently omitted "the New York Board of Education Retirement System" from

the list of

AFG represents

that the Funds submittng the 2009. Proposal are the same Funds

that submitted a substantially similar proposal for AFG's 2008 annual meeting of

shareholders.

AFG. hereby requests confirmation from the Staff that the 2009 Proposal may be

excluded from the Company's 2009 proxy materials, and concurrently requests forward

looking relief that any

proposals that the

Funds may submit fot inclusion in AFG's 2010

,proxy materials may also be

excluded because the Funds have not shown "good cause" for

their failure to appear and present their substantially similar proposal at last year's meeting

of AFG shareholders.

One East Fourth Street

Cincinnati, Ohio 45202

U.S. Securities and Exchange Commission Division of Corporation Finance Office of Chief Counsel February 23, 2009

Page 2

Please feel free to contact me at (513) 579-2540 with any

questions concerning this matter.

Very trly yours,

AMERICAN FINANCIAL GROUP, INC.

,I-I",","' .l.-.

By: Karl J. Grafe Vice President

cc: Richard S. Simon, Esq. Deputy General Counsel

The City of

New York

Office of the Comptroller

.-

General Counsel

1 Centre Street, Room 602

New York, N.Y. 10007-2341

James C. Kennedy, Esq.

S:?Legal\K.G?AFG\PROXY\2009\KJG SH Response 2009-3.doc

One East Fourth Street

Cincinnati, Ohio 45202

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