Form 8-K AMERICAN FINANCIAL GROUP For: Jan 27

B.          Seller desires to sell to Buyer, and
Buyer desires to purchase from Seller, the Shares upon the terms and subject to the conditions set forth herein; and

C.          Seller and Buyer desire that, among
other things:

(i)        AFG will provide certain transition
services to GALIC following the Closing pursuant to a transition services agreement which, subject to Section 7.09, shall be substantially in the form attached hereto as Exhibit A (the “Transition Services Agreement”); and

(ii)      concurrently with the Closing, AFG will
sublease a portion of its interests in the Great American Tower for a transitional period pursuant to a sublease agreement on terms consistent in all material respects with the terms attached hereto as Exhibit B-1 (the “Great American Tower Sublease”) and AFG will cause its applicable Affiliate to lease the premises currently being subleased by Seller for the
use of the Acquired Companies at Dixie Terminal pursuant to a lease on terms consistent in all material respects with the terms attached hereto as Exhibit B-2 (the “Dixie Terminal Lease”).

NOW, THEREFORE, in consideration of the mutual promises and covenants contained herein, the parties to this Agreement agree as follows:

“AAGIA” shall have the meaning set forth in the preliminary statements hereto.

“Acquired Business” shall have the meaning set forth in Section 8.07(c)(viii).

“Acquired Companies” means, collectively, AAGIA, GAAI, each of the Insurance Companies and
Manhattan National Holding Corporation, an Ohio corporation.

“Acquired Company Releasee” shall have the meaning set forth in Section 7.07(a).

“Acquisition Proposal” shall have the meaning set forth in Section 7.11.

“Action” means any claim, action, suit, litigation, arbitration, hearing, charge,
complaint, demand, or similar proceeding or, to the Knowledge of Seller or Buyer, as applicable, formal investigation or inquiry, by or before any Governmental Authority or arbitrator or arbitration panel or similar Person or body.

“Advisers Act” means the Investment Advisers Act of 1940.

“Affiliate” means, with respect to any specified Person, any other Person that, at the
time of determination, directly or indirectly through one or more intermediaries, Controls, is Controlled by or is under common Control with such specified Person; provided, that following
the Effective Time none of the Acquired Companies shall be Affiliates of Seller.

“AFG” shall have the meaning set forth in the preamble hereto.

“AFG Long Term Incentive Plan” means the American Financial Group, Inc. 2015 Stock
Incentive Plan.

“After-Tax Basis” means that, in determining the amount of the payment necessary to
indemnify any party against Losses, the amount of such Losses shall be (i) determined net of any Tax benefit actually realized by the Indemnified Party (or any Affiliate thereof) as the result of sustaining or paying such Losses (including as the
result of facts or circumstances due to which the Indemnified Party sustained or paid such Losses), determined on a “with-and-without basis,” in the year of such Losses or in the two succeeding taxable years and (ii) increased to reflect any Tax cost
suffered or incurred by the Indemnified Party (or any Affiliate thereof) during such period arising from the right to indemnification hereunder.

“Agreed Accounting Principles” means GAAP applied consistently with its application in
connection with the GAAP Financial Statements, subject to the agreed procedures, methodologies and exceptions set forth in Exhibit C attached hereto.

“Agreement” shall have the meaning set forth in the preamble hereto.

“AILIC” means Annuity Investors Life Insurance Company, an Ohio corporation.

“AILIC Registered Separate Account” shall have the meaning set forth in Section 5.15(d).

“Alternate Bidder” shall have the meaning set forth in Section 7.11.

“Anti-Bribery Laws” means any Laws with respect to the offering, giving, receiving or
soliciting, directly or indirectly, of anything of value to improperly influence the actions of any Governmental Authority or any employee or representative thereof, including the U.S. Foreign Corrupt Practices Act of 1977.

“Associated Persons” shall have the meaning set forth in Section 5.26(e).

“Balance Sheet Date” means September 30, 2020.

“Base Amount” shall have the meaning set forth in Section 2.02.

“BD Regulatory Filings” shall have the meaning set forth in Section 5.26(c).

“Burdensome Condition” shall have the meaning set forth in Section 7.03(f).

“Business” means the business of (a) issuing, underwriting, selling, marketing and
administering annuities and (b) administering structured settlements and life insurance, in each case, of the Acquired Companies (other than with respect to the Excluded Assets) as conducted as of the date of this Agreement.

“Business Day” means any day that is not a Saturday, Sunday or other day on which
commercial banks in the City of Cincinnati, Ohio, Springfield, Massachusetts or New York, New York are required or authorized by Law to be closed.

“Business Employees” means those employees of Seller or any of its Affiliates (including
the Acquired Companies) who dedicate seventy-five percent (75{14cc2b5881a050199a960a1a3483042b446231310e72f0dc471a7a1eddd6b0c3}) or more of their business time to providing services to the Business.  The term Business Employee excludes any individuals receiving long-term disability benefits under a disability plan
of Seller or one of its Affiliates.

“Business Premises” means the premises described on Schedule 1.01(a).

“Buyer” shall have the meaning set forth in the preamble hereto.

“Buyer 401(k) Plan” shall have the meaning set forth in Section 9.01(e)(i).

“Buyer Disclosure Schedule” means the disclosure schedule dated as of the date hereof
delivered by Buyer to Seller in connection with the execution and delivery of this Agreement.

“Buyer Indemnified Parties” shall have the meaning set forth in Section 13.02(a).

“Buyer Party” means each Affiliate of Buyer that is, or is contemplated by this Agreement
to become at the Closing, a party to one or more Transaction Agreements.  For clarity, none of the Acquired Companies shall be deemed to be a “Buyer Party” hereunder.

“Buyer Releasor” shall have the meaning set forth in Section 7.07(b).

“Buyer Statutory Financial Statements” shall have the meaning set forth Section 6.06(a).

“Buyer Transaction Agreements” shall have the meaning set forth in Section 6.01(b).

“Capital Stock” means any capital stock, limited partnership interest or membership
interest of, or other type of equity ownership interest in, as applicable, a Person.

“CARES Act” means the Coronavirus Aid, Relief, and Economic Security Act.

“Cash Incentive Compensation” shall have the meaning set forth in Section 9.01(i).

“Closing” shall have the meaning set forth in Section 3.01.

“Closing Date” shall have the meaning set forth in Section 3.01.

“Closing Payment” shall have the meaning set forth in Section 2.02.

“Closing Year” shall have the meaning set forth in Section 9.01(i).

“Code” means the United States Internal Revenue Code of 1986.

“Company Material Adverse Effect” means a material adverse effect on the business, results
of operations or financial condition of the Acquired Companies and the Business, taken as a whole; provided, that none of the following (or the results thereof) shall constitute or be
deemed to contribute to a Company Material Adverse Effect, and otherwise shall not be taken into account in determining whether a Company Material Adverse Effect has occurred or would be reasonably likely to occur: any adverse fact, circumstance,
change or effect arising out of, resulting from or attributable to (i) changes in the United States or global economy or capital or financial markets, including changes in interest or exchange rates or a downturn in equity markets, (ii) changes in
United States or global political conditions, and any natural disasters, hostilities, acts of war, sabotage, terrorism or military actions, (iii) conditions generally affecting participants in the industries in which the Acquired Companies operate,
(iv) the announcement or performance of this Agreement and the other Transaction Agreements or the consummation of the transactions contemplated hereby or thereby or the identity of Buyer, (v) any changes or prospective changes in Law, GAAP, SAP or
other applicable accounting rules, or the enforcement or interpretation thereof, (vi) any action taken by Buyer or its Affiliates with respect to the transactions contemplated hereby, (vii) any action taken or omission by Seller or its Affiliates
that are required by this Agreement or that are taken with the written consent or at the written request of Buyer, or not taken because Buyer did not give its consent, (viii) any change in the credit, financial strength or other ratings (other than
the facts underlying any such change unless otherwise excluded from the definition of Company Material Adverse Effect) of Seller or any of its Affiliates, including the Acquired Companies, (ix) the impact of changes in prevailing interest rates on
the value of any of the Investment Assets of the Acquired Companies, (x) any failure by the Acquired Companies to achieve any earnings, premiums written, or other financial projections or forecasts (other than facts underlying such failure unless
otherwise excluded from the definition of Company Material Adverse Effect) or (xi) any Contagion Event; provided, that, notwithstanding the foregoing, with respect to clauses (i), (ii),
(iii), (v) and (xi), such fact, circumstance, change or effect may, unless otherwise excluded from the definition of Company Material Adverse Effect, be taken into account in determining whether a Company Material Adverse Effect has occurred or would
be reasonably likely to occur solely to the extent such fact, circumstance, change or effect is disproportionately adverse with respect to the Acquired Companies or the Business as compared to life insurance companies operating in the United States
that issued annuity contracts with similar features and risks as the Insurance Contracts and which were issued during the same period in which such Insurance Contracts were issued.

“Comparable Position” means, with respect to any Business Employee, employment with Buyer
or one of its Affiliates (including, following the Closing Date, the Acquired Companies) in a position (a) with duties and responsibilities substantially similar to those applicable to such Business Employee’s employment with Seller or its Affiliates
immediately prior to the Closing Date (but in all cases excluding any commitment to maintain title), (b) with at least the same base salary, target commission opportunity based on commission rate and territory, and target annual cash bonus
opportunity, in each case, if and to the extent applicable to such Business Employee as were provided, or in effect, immediately prior to the Closing Date, (c) with employee benefits (excluding any equity, equity-based or long-term incentive
compensation, change in control, retention, transaction or other similar non-recurring payments, and excluding executive dining privileges and any benefits under a defined benefit pension plan, or retiree medical or life insurance plans or the
American Financial Group, Inc. Wellness Program) that are at least substantially comparable in the aggregate to those provided to the Business Employee immediately prior to the Closing Date (subject to the same exclusions) and a cash-based long-term
incentive compensation opportunity that is at least substantially comparable to the equity-based long-term incentive compensation opportunity that was made available to such Business Employee immediately prior to the Closing Date and (d) unless
otherwise consented to by the Business Employee, in a location no more than fifty (50) miles from the Business Employee’s principal work location immediately prior to the Closing Date.

“Competing Business” shall have the meaning set forth in Section 8.07(a).

“Confidentiality Agreement” shall have the meaning set forth in Section 8.03(a).

“Contagion Event” means (a) the outbreak and ongoing effects of contagious disease,
epidemic or pandemic (including COVID-19) or the continuation, escalation or any worsening thereof, (b) the responses to the foregoing of any Governmental Authority or quasi-governmental authority and other Persons, and (c) applicable Law in response
to the foregoing, in each case, whether in place currently or adopted or modified hereafter, including any declaration of martial law, quarantine, “shelter in place,” “stay at home,” social distancing, shut down or closure.

“Continuation Period” shall have the meaning set forth in Section 9.01(d).

“Control” means, with respect to any Person, the power to direct or cause the direction of
the management and policies of such Person, whether through the ownership of voting securities, by contract or otherwise.  The terms “Controlled,” “Controlled by,” “under common Control with” and “Controlling”
shall have correlative meanings.

“Direct Product Tax Claim” shall have the meaning set forth in Section 13.04(g).

“Distribution Contracts” means contracts between an Acquired Company, on the one hand, and
a Distributor, on the other hand, pursuant to which such Distributor markets or sells an Acquired Company’s products.

“Distributor” shall have the meaning set forth in Section 5.17(a).

“Dixie Terminal Lease” shall have the meaning set forth in the preliminary statements
hereto.

“Effective Hire Date” shall have the meaning set forth in Section 9.01(a)(ii).

“Effective Time” means 11:59:59 p.m., Cincinnati time, on the Closing Date; provided that in the event that the Closing occurs on a date other than the last calendar day of a calendar month, the “Effective Time”
shall mean 11:59:59 p.m., Cincinnati time, on the last calendar day of the calendar month in which the Closing Date occurs.

“Employee Benefit Plans” means each “employee benefit plan” within the meaning of Section
3(3) of ERISA (whether or not subject to ERISA), and each other program, policy, practice, trust, arrangement or agreement (whether written or oral) providing for employment, compensation, severance, vacation or paid-time off, pension, savings or
other retirement, retiree medical, or termination pay or benefits, stock option, stock bonus, stock purchase, restricted stock or other equity-based arrangement, bonus, long-term incentive, deferred compensation, fringe benefit, health and welfare
benefits, retention, or change in control pay or benefits, in each case, (a) that is sponsored, maintained, contributed to or required to be contributed to by Seller or the Acquired Companies for the benefit of the Business Employees and/or any
former employee of the Business and, in each case, his or her eligible dependents or (b) with respect to which the Acquired Companies has, or could reasonably be expected to incur, any Liability.

“Employment Offer Date” means the date reasonably agreed to between Seller and Buyer,
which date shall be no less than forty-five (45) days prior to the anticipated Closing Date, or, if later, within thirty (30) days of the date Seller reports to Buyer that an individual has become a Business Employee (but not later than five (5) days
prior to the Closing Date).

“Environmental Law” means any Law relating to pollution or protection of the environment,
including the use, handling, transportation, treatment, storage, disposal, release or discharge of Hazardous Materials.

“ERISA” means the Employee Retirement Income Security Act of 1974.

“ERISA Separate Accounts” shall have the meaning set forth in Section 5.15(a).

“Estimated Closing Stockholders’ Equity” shall have the meaning set forth in Section 2.03(a).

“Estimated Statement” shall have the meaning set forth in Section 2.03(a).

“Exchange Act” means the Securities Exchange Act of 1934.

“Excluded Assets” means the assets described on Schedule 1.01(b) attached hereto and the Capital Stock of the Excluded Subsidiaries.

“Excluded Subsidiaries” means each of Bay Bridge Holding Company, LLC, a Maryland limited
liability company, Bay Bridge Marina Hemingway’s Restaurant, LLC, a Maryland limited liability company, Bay Bridge Marina Management, LLC, a Maryland limited liability company, Brothers Management, LLC, a Florida limited liability company, Charleston
Harbor Holding Company, LLC, a South Carolina limited liability company, Charleston Harbor Fishing, LLC, a South Carolina limited liability company, GALIC – Bay Bridge Marina, LLC, a Maryland limited liability company, GALIC Brothers, Inc., an Ohio
corporation, Mountain View Grand Holding Company, LLC, a New Hampshire limited liability company, Skipjack Holding Company, LLC, a Maryland limited liability company, and Skipjack Marina Corp, a Maryland corporation.

“Excluded Tax Liabilities” means, without duplication, all Liabilities for (i) Taxes
imposed on, with respect to or incurred or payable by any of the Acquired Companies for any Pre-Closing Date Taxable Period, other than Transfer Taxes for which Buyer is liable under Section 10.01(a);
(ii) Seller Consolidated Taxes, (iii) Taxes of any Person (other than any of the Acquired Companies) imposed on, with respect to, or incurred or payable by any of the Acquired Companies as a transferee or successor, by contract (other than a contract
entered into in the ordinary course of business the primary purpose of which does not relate to Taxes) or pursuant to any Law, which Taxes arise as a result of an event or transaction occurring before the Closing, (iv) Taxes arising from any
Pre-Closing Restructuring Transaction, (v) Taxes arising from or attributable to any breach by Seller or any of its Affiliates of any representation or warranty made in Section 5.21(e), (f), (g), (h) or (n)
or Tax covenant under Article X of this Agreement, (vi) Taxes attributable to any increase in the transition amount under section 13517(c)(3) of the Tax Cuts and Jobs Act, P.L. No. 115-97,
as a result of any Tax adjustment to such amount after the date hereof and (vii) Transfer Taxes for which Seller is liable under Section 10.01(a); provided, however, that no Liability for Taxes shall constitute an Excluded Tax Liability to the extent (i) it was taken into account as a liability on the Final
Statement, (ii) it arises from or is attributable to any breach by Buyer or any of its Affiliates of any Tax covenant under Article X of this Agreement or (iii) it arises from any action or
transaction by Buyer or any of the Acquired Companies (or any of their respective Affiliates) outside of the ordinary course of business occurring after the Closing and either on the Closing Date or on or before the Effective Time.

“Exemptive Relief” shall have the meaning set forth in Section 5.15(k).

“Expenses” means the reasonable and documented out-of-pocket fees and expenses incurred in
connection with defending or asserting any claim or Action indemnified against hereunder (including court filing fees, court costs, arbitration fees or costs, witness fees and reasonable and documented out-of-pocket fees and disbursements of legal
counsel, expert witnesses, accountants and other professionals).

“Final Closing Stockholders’ Equity” means the Closing Stockholders’ Equity set forth in
the Final Statement.

“Final Statement” means the Post-Closing Statement, together with any revisions thereto
made pursuant to Section 2.03(b), including, if necessary, the determination of the Independent Accountant.

“Financial Statements” shall have the meaning set forth in Section 5.03(b).

“FINRA” means the Financial Industry Regulatory Authority, Inc. and any successor thereto.

“FINRA CMA” shall have the meaning set forth in Section 7.03(c).

“Focus Report” shall have the meaning set forth in Section 5.26(b).

“Form BD” shall have the meaning set forth in Section 5.26(b).

“GAAI” shall have the meaning set forth in the preliminary statements hereto.

“GAAI Advisory Client” means each client to whom GAAI provides, directly or indirectly,
investment advisory, investment sub-advisory, or investment management services.

“GAAI Advisory Contract” means each contract through which GAAI provides, directly or
indirectly, investment advisory, investment sub-advisory, or investment management to a client.

“GAAP” means the accounting principles and practices generally accepted in the United
States at the relevant time.

“GAAP Financial Statements” means the consolidating balance sheet and income statement of
GALIC as of and for the annual periods ended December 31, 2018 and 2019.

“GAIC” means Great American Insurance Company, an Ohio corporation.

“GALIC” shall have the meaning set forth in the preliminary statements hereto.

“GALIC Separate Account” shall have the meaning set forth in Section 5.15(e).

“Governmental Approval” means any consent, approval, license, permit, order,
qualification, authorization of, or registration, waiver or other action by, or any filing with or notification to, any Governmental Authority.

“Governmental Authority” means any United States or non-United States federal, state or
local or any supra-national, political subdivision, governmental, legislative, tax, regulatory or administrative authority, instrumentality, agency, body or commission, self-regulatory organization or any court, tribunal, or judicial or arbitral
body.

“Governmental Order” means any binding and enforceable order, writ, judgment, injunction,
decree, directive, stipulation, determination or award entered by or with any Governmental Authority.

“Great American Tower Sublease” shall have the meaning set forth in the preliminary
statements hereto.

“Hazardous Materials” means any chemical, material or substance regulated as hazardous or
toxic under any Environmental Law.

“HSR Act” means the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended.

“Inactive Business Employee” means any Business Employee who is (a) receiving short-term
disability benefits under a disability plan of Seller or one of its Affiliates or (b) on an approved paid or unpaid leave of absence, such as a military, maternity, paternity or medical leave of absence, or leave under the Family and Medical Leave
Act of 1993, on the Closing Date; provided, that with respect to any Person who is on a paid or unpaid leave of absence other than military leave and except as otherwise provided by
applicable Law, such Business Employee is required to return to active employment within twelve (12) months of the Closing Date.

“Indebtedness” means (a) indebtedness for borrowed money; (b) obligations for the deferred
purchase price of property or services; (c) long or short-term obligations evidenced by notes, bonds, debentures or other similar instruments; (d) obligations under any interest rate, currency swap or other hedging agreement or arrangement; (e)
capital lease obligations; (f) reimbursement obligations under any letter of credit, banker’s acceptance or similar credit transactions entered into outside the ordinary course of business; (g) guarantees made by an Acquired Company on behalf of any
third party in respect of obligations of the kind referred to in the foregoing clauses (a) through (f); and (h) any unpaid interest, prepayment penalties, premiums, costs and fees that would arise or become due as a result of the prepayment of any of
the obligations referred to in the foregoing clauses (a) through (g).

“Indemnified Party” shall have the meaning set forth in Section 13.04(a).

“Indemnifying Party” shall have the meaning set forth in Section 13.04(a).

“Independent Accountant” means a partner or senior employee jointly selected by Buyer and
Seller who is a certified public accountant at a nationally recognized accounting firm that is not the auditor or independent accounting firm of either of the parties or their respective Affiliates, has not performed significant services for either
of the parties or their respective Affiliates within the last five (5) years, and is otherwise independent and impartial; provided, however,
that if the parties are unable to select such accounting firm within twenty (20) Business Days of being notified that such Person is unwilling or unable to serve, either party may request the American Arbitration Association to appoint within ten
(10) Business Days from the date of such request, or as soon as practicable thereafter, a partner or senior employee at a nationally recognized accounting firm that is not the auditor or independent accounting firm of either of the parties or their
respective Affiliates, who is a certified public accountant and who is independent and impartial, to be the Independent Accountant.

“Information Technology” means Software, any computers, servers, workstations, routers,
hubs, switches, networks, data communications lines and hardware, data or information subscription or access agreements, data and databases, Internet-related information technology infrastructure and telecommunications systems, owned or leased by, or
licensed to (a) any of the Acquired Companies or (b) Seller or any of its Affiliates (other than the Acquired Companies) to the extent used in connection with the Business.

“Insurance Companies” means, collectively, AILIC, GALIC and Manhattan National Life
Insurance Company, an Ohio corporation, and each of them, an “Insurance Company.”

“Insurance Contracts” means the insurance or annuity policies and contracts, together with
all binders, slips, certificates, endorsements and riders thereto, issued or entered into by any Insurance Company prior to the Closing Date.

“Insurance Regulator” means, with respect to any jurisdiction, the Governmental Authority
responsible for administering the insurance laws of such jurisdiction and regulating insurance companies domiciled or doing business in such jurisdiction.

“Intellectual Property” means in any and all jurisdictions throughout the world, (a)
patents, patent applications, provisional patent applications (including any and all divisions, continuations, continuations-in-part and reissues thereof), (b) Trademarks, (c) copyrightable works and copyrights (including registrations and
applications therefor), (d) Software; (e) Internet domain names, (f) social media usernames and other digital identifiers, (g) Trade Secrets and (h) all other intellectual property rights.

“Intercompany Agreements” shall have the meaning set forth in Section 5.12.

“Interest Rate” means an interest rate equal to the average of the daily “prime rate”
(expressed as a rate per annum) published in The Wall Street Journal for each of the days during the period for which interest is to be paid.

“Investment Assets” shall have the meaning set forth in Section 5.18(a).

“Investment Company Act” means the Investment Company Act of 1940.

“Investment Guidelines” means the investment guidelines set forth in Schedule 1.01(f).

“IRS” means the United States Internal Revenue Service.

“KMK” shall have the meaning set forth in Section

14.17.

“Knowledge” means: (a) in the case of Seller, the actual knowledge, after reasonable
inquiry, of those Persons listed in Schedule 1.01(c) and (b) in the case of Buyer, the actual knowledge, after reasonable inquiry, of those Persons listed in Schedule 1.01(d).

“Law” means any United States or non-United States federal, state, local or territorial
law, treaty, convention, code, statute, ordinance, directive, rule, regulation, common law, decree, agency requirement, administrative interpretation, Governmental Order, rule of any self-regulatory organization or other requirement or rule of law.

“Liabilities” means any and all debts, liabilities, expenses, commitments or obligations,
whether direct or indirect, accrued or fixed, known or unknown, absolute or contingent, matured or unmatured, determined or determinable, disputed or undisputed, joint or several, secured or unsecured, liquidated or unliquidated, whenever (including
in the past, present or future) and however arising (including out of any contract or tort based on negligence or strict liability) and whether or not the same would be required by GAAP or SAP to be reflected in any financial statements or disclosed
in the notes thereto.

“Lien” means any mortgage, deed of trust, pledge, hypothecation, security interest, claim,
charge, easement, conditional sale or other title retention agreement, defect in title or other similar restriction, encumbrance or lien.

“Losses” means any and all damage, loss, liability, commitment, obligation, settlement
payment, award, judgment, fine, penalty, cost, charge or expense (including reasonable and documented out-of-pocket attorneys’, actuaries’, accountants’ and other professionals’ fees, disbursements and expenses); provided, however, that Losses hereunder shall not include treble, exemplary or punitive damages or indirect, special or consequential damages (including lost
profits or diminution in value) other than to the extent (i) actually paid to a non-Affiliated Person in respect of a Third-Party Claim or (ii) solely with respect to consequential damages (including lost profits and diminution in value), such
damages are not based on any special circumstances of the Indemnified Party and are the natural, probable and reasonably foreseeable result of the event that gave rise thereto or the matter for which indemnification is sought hereunder, regardless of
the form of action through which such damages are sought.

“Managerial Employee” means those Business Employees listed on Schedule 1.01(e) attached hereto.

“Material Contract” shall have the meaning set forth in Section 5.11(a).

“Material Distributors” means each Distributor through which total premiums and
considerations written on Insurance Contracts in the aggregate over the twenty-four (24) month period ended December 31, 2020 exceeded $100,000,000.

“Migration Committee” shall have the meaning set forth in Section 7.09(c).

“Negative Consent” means, with respect to any GAAI Advisory Client who receives a Negative
Consent Notice from Seller or GAAI, the failure of such GAAI Advisory Client to respond to such request within forty-five (45) days of mailing such notice, upon expiration of such forty-five (45) day period; provided that the applicable GAAI Advisory Client shall not have affirmatively stated to Seller or GAAI that it does not so consent and shall not have terminated or given notice of its intent to terminate its GAAI Advisory
Client, to withdraw assets.

“Negative Consent Notice” means a notice provided by Seller or GAAI to any GAAI Advisory
Client requesting written consent and informing such GAAI Advisory Client: (a) of the intention to complete the transactions contemplated by this Agreement, which will result in a deemed assignment of such GAAI Advisory Client’s GAAI Advisory
Contract; (b) of the intention of GAAI to continue to provide the advisory services pursuant to the existing GAAI Advisory Contract with such GAAI Advisory Client after the Closing if such GAAI Advisory Client does not terminate such GAAI Advisory
Contract prior to the Closing; and (c) that the consent of such GAAI Advisory Client will be deemed to have been granted if such GAAI Advisory Client continues to accept such advisory services without termination for a period of at least forty-five
(45) days after the sending of the Negative Consent Notice.

“Notification Incident” means (a) any unauthorized access to, or acquisition, use,
disclosure or deletion of, Personal Information or other non-public information (whether by internal or external source), or (b) any act or attempt, successful or unsuccessful, to gain unauthorized access to or disrupt Information Technology
containing (x) Personal Information or (y) Trade Secrets, in each case (a) and (b), that would have a reasonable likelihood of materially harming any material part of the normal operations of the Business.

“Offer of Employment” shall have the meaning set forth in Section 9.01(a)(i).

“Outside Date” shall have the meaning set forth in Section 12.01(b).

“Owned Intellectual Property” means Intellectual Property owned or purported to be owned
or which will, following the transactions contemplated by Section 2.04, be owned by an Acquired Company.

“Permits” shall have the meaning set forth in Section 5.08(a).

“Permitted Liens” means each of the following: (a) Liens for Taxes, assessments or other
governmental charges or levies that are not yet due or payable or that are being contested in good faith by appropriate proceedings and for which adequate reserves have been reflected on the books and records of the Acquired Companies in accordance
with SAP, (b) statutory Liens of landlords and Liens of carriers, warehousemen, mechanics, materialmen, repairmen and other similar Liens imposed by Law for amounts not yet due, (c) Liens incurred or deposits made to a Governmental Authority in
connection with a governmental authorization, registration, filing, license, permit or approval, (d) Liens incurred or deposits made in the ordinary course of business in connection with workers’ compensation, unemployment insurance or other types of
social security, (e) defects of title, easements, rights of way, covenants, restrictions and other similar Liens not materially affecting the use or enjoyment of the applicable property by the Business or otherwise materially interfering with the
ordinary conduct of business, (f) zoning, building and other generally applicable land use restrictions, (g) Liens created in the ordinary course of business in connection with investment transactions, including broker Liens, securities lending
transactions, Liens securing derivatives obligations or hedging transactions and repurchase agreements, (h) with respect to Intellectual Property, non-exclusive licenses of Owned Intellectual Property entered into in the ordinary course of business;
and (i) Liens securing advances to any Acquired Company under one or more Funding Agreements between any Acquired Company and the Federal Home Loan Bank of Cincinnati.

“Person” means any natural person, general or limited partnership, corporation, limited
liability company, limited liability partnership, firm, association or organization or other legal entity.

“Personal Information” means any information that alone or in combination with other
information identifies or can be used to identify individuals.

“Policy Forms” shall have the meaning set forth in Section 5.14(b).

“Post-Closing Date Taxable Period” means a Taxable Period that begins after the Closing
Date and the portion of any Straddle Period that begins on the day following the Closing Date.

“Post-Closing Statement” shall have the meaning set forth in Section 2.03(b)(i).

“Pre-Closing Bonus Amount” shall have the meaning set forth in Section 9.01(i).

“Pre-Closing Date Taxable Period” means a Taxable Period that ends on or before the
Closing Date and the portion of any Straddle Period that ends on and includes the Closing Date.

“Pre-Closing Date Tax Returns” shall have the meaning set forth in Section 10.02(a).

“Pre-Closing Dividend” means the dividend or distribution of any Excluded Assets.

“Pre-Closing Period” shall have the meaning set forth in Section 9.01(i).

“Pre-Closing Restructuring Transactions” means (i) the Transfer by any of the Acquired
Companies to Seller or one or more of its Affiliates (other than the Acquired Companies) of any right, title or interest in or to the Excluded Assets, (ii) in consultation with Buyer, the substitution of Excluded Assets for cash by Seller or one or
more of its Affiliates (other than the Acquired Companies), (iii) the Transfer by Seller or any of its Affiliates (other than the Acquired Companies) to any Acquired Company of any right, title or interest in or to the Transferred Assets, and (iv)
the payment or distribution of any Pre-Closing Dividend.

“Premium Increase” shall have the meaning set forth in Section 13.07(b).

“Privacy Requirements” means the provisions of (a) applicable Laws regarding the
collection, processing, storage, disclosure, disposal or other handling of Personal Information; (b) applicable industry self-regulatory principles applicable to and that impose binding requirements on the protection or processing of Personal
Information; (c) the Payment Card Industry Data Security Standard with respect to any payment card data; and (d) contracts that are exclusively related to the Business and that impose requirements on the collection, processing, storage, disclosure,
disposal, or other handling of Personal Information.

“Privacy Statements” shall have the meaning set forth in Section 5.10(c).

“Process” or “Processing”
means any operation or set of operations performed on Personal Information, data or other non-public information whether or not by automated means.

“Purchase Price” shall have the meaning set forth in Section 2.02.

“Reinsurance Agreement” shall have the meaning set forth in Section 5.16(a).

“Representative” of a Person means the directors, officers, employees, advisors, agents,
stockholders, consultants, independent accountants, investment bankers, counsel or other representatives of such Person and of such Person’s Affiliates.

“Reserves” means the reserves (including reserves established under applicable Law or
otherwise for payment of benefits, losses, claims, asset adequacy, cash flow testing, expenses and similar purposes (including claims litigation)) maintained by each Insurance Company with respect to (i) Insurance Contracts or (ii) reinsurance
agreements pursuant to which the Insurance Company is the reinsurer.

“Restricted Benefit Changes” shall have the meaning set forth in Section 7.01(a)(i).

“Restricted Person” shall have the meaning set forth in Section 8.07(b).

“Review Period” shall have the meaning set forth in Section 2.03(b)(ii).

“SAP” means the statutory accounting principles and practices prescribed or permitted by
the Ohio Department of Insurance as in effect at the relevant time.

“SEC” means the United States Securities and Exchange Commission.

“Securities Act” means the Securities Act of 1933.

“Seller” shall have the meaning set forth in the preamble hereto.

“Seller 401(k) Plan” shall have the meaning set forth in Section 9.01(e)(i).

“Seller Consolidated Taxes” means Taxes of (a) any member of an affiliated group as
defined in Section 1504 of the Code that has filed a consolidated return for U.S. federal income tax purposes, or (b) any consolidated, combined or unitary group (or member thereof) under state, local, or non-U.S. Law, of which any of the Acquired
Companies (or any predecessor) is or was a member on or prior to the Closing Date, including pursuant to Treasury Regulation Section 1.1502-6 or any analogous or similar U.S., state or local, or non-U.S. Law.

“Seller Disclosure Schedule” means the disclosure schedule dated as of the date hereof
delivered by Seller to Buyer in connection with the execution and delivery of this Agreement.

“Seller Indemnified Parties” shall have the meaning set forth in Section 13.03(a).

“Seller Names and Marks” means (a) “GREAT
AMERICAN” and “GALIC”, (b) any other Trademarks owned by Seller or any of its Affiliates (other than the Acquired Companies), and/or (c) any Trademark derived from, or incorporating,
referencing, combining or confusingly similar to, any of the foregoing terms or designs.  Notwithstanding the foregoing, Seller Names and Marks shall not include any Trademarks expressly included in Section

5.09(a) of the Seller Disclosure Schedule.

“Seller Party” means each Affiliate of Seller, other than the Acquired Companies, that is,
or is contemplated by this Agreement to become at the Closing, a party to one or more Transaction Agreements.

“Seller Releasee” shall have the meaning set forth in Section 7.07(b).

“Seller Releasor” shall have the meaning set forth in Section 7.07(a).

“Separate Account Regulatory Documents” shall have the meaning set forth in Section 5.15(j).

“Separate Accounts” shall have the meaning set forth in Section 5.15(a).

“Shared Contracts” means contracts pursuant to which a non-affiliated third party provides
material services, Intellectual Property, Software or benefits to Seller or one or more of its Affiliates (including the Acquired Companies) in respect of both the Business and any other business of Seller and its Affiliates (other than the Acquired
Companies).

“Shares” shall have the meaning set forth in the preliminary statements hereto.

“Skadden” shall have the meaning set forth in Section 14.17.

“Software” means all computer software, including assemblers, applets, compilers, source
code, object code, binary libraries, development tools, design tools and user interfaces, in any form or format, and all associated documentation.

“Standalone Plan” means any Employee Benefit Plan that is sponsored, maintained or
contributed to or required to be contributed to solely by one or more of the Acquired Companies and in which solely Business Employees are participants.

“Statement of Objection” shall have the meaning set forth in Section 2.03(b)(ii).

“Statutory Statements” shall have the meaning set forth in Section 5.03(b).

“Straddle Period” means a Taxable Period that includes, but does not end on, the Closing
Date.

“Subsidiary” of any Person means any corporation, general or limited partnership, joint
venture, limited liability company, limited liability partnership or other Person that is a legal entity, trust or estate of which (or in which) at the time of determination (a) the issued and outstanding Capital Stock having ordinary voting power to
elect a majority of the board of directors (or a majority of another body performing similar functions) of such corporation or other Person (irrespective of whether at the time Capital Stock of any other class or classes of such corporation or other
Person shall or might have voting power upon the occurrence of any contingency), (b) more than fifty percent (50{14cc2b5881a050199a960a1a3483042b446231310e72f0dc471a7a1eddd6b0c3}) of the interest in the capital or profits of such partnership, joint venture or limited liability company or (c) more than fifty
percent (50{14cc2b5881a050199a960a1a3483042b446231310e72f0dc471a7a1eddd6b0c3}) of the beneficial interest in such trust or estate, is directly or indirectly owned by such Person.

“Target Closing Stockholders’ Equity” means $2,800,000,000.

“Tax” or “Taxes” means all
domestic or foreign, federal, state or local taxes, including income, premium, excise, gross receipts, ad valorem, sales, use, employment, franchise, profits, gains, property, transfer, payroll, stamp taxes or other taxes, duties, fees, levies,
assessments, deficiencies or charges of any kind whatsoever (whether payable directly or by withholding) imposed by any Tax Authority, together with any interest, any additions to tax, any penalties thereon or additional amounts with respect thereto;
provided, that any guarantee fund assessment or escheatment obligation shall not be treated as a Tax; and provided, further, that Taxes include any liability for Taxes under Treasury Regulation Section 1.1502-6 and similar provisions of state, local or non-U.S. Law and as a transferee or successor.

“Tax Attributes” means net operating loss carryovers, loss from operations, alternative
minimum tax net operating losses, capital loss carryovers, foreign tax credits, minimum tax credits, general business credits and similar tax assets.

“Tax Authority” means any Governmental Authority having jurisdiction over the assessment,
determination, collection or imposition of any Tax.

“Tax Contests” shall have the meaning set forth in Section 10.06.

“Tax Refund” means a refund or rebate of Taxes (whether received in cash or as a credit).

“Tax Returns” means all returns, reports and claims for refunds (including elections,
declarations, disclosures, schedules, estimates and information returns) required to be supplied to a Tax Authority relating to Taxes and, in each case, any attachment or amendments thereto.

“Tax Sharing Agreement” means any written or unwritten agreement or arrangement providing
for the allocation or payment of Tax Liabilities or payment for Tax benefits between or among members of any group of corporations filing Tax Returns that files, will file, or has filed Tax Returns on a combined, consolidated or unitary basis.

“Taxable Period” means any Taxable year (or portion thereof) or any other period that is
treated as a Taxable year with respect to which any Tax may be imposed under any applicable statute, rule or regulation of any Tax Authority.

“Third-Party Claim” shall have the meaning set forth in Section 13.04(a).

“Third-Party Consent” means any approval, authorization, consent or permission of, or
waiver or other action by, or notification to, any third party (other than a Governmental Authority or an Affiliate of Seller or Buyer).

“Trade Secrets” means trade secrets, customer lists and other confidential and proprietary
information, data and databases, ideas, know-how, inventions, processes, formulae, models and methodologies that derive independent economic value from not being generally known to the public.

“Trademark License Agreement” means the transitional trademark license agreement between
GAIC and GALIC, to be entered into pursuant to Section 7.09 and which shall be substantially in the form attached hereto as Exhibit D.

“Trademarks” means trademarks, trade names, trade dress, brand names, corporate names,
logos, service marks, and any other indicia of source or origin (including registrations and applications for any of the foregoing) and all goodwill associated therewith, any and all common Law rights therein.

“Transaction Agreements” means, collectively, this Agreement, the Great American Tower
Sublease, the Dixie Terminal Lease, the Trademark License Agreement and the Transition Services Agreement.

“Transfer” shall have the meaning set forth in Section 2.04(a).

“Transfer Taxes” means any and all sales, use, stamp, documentary, filing, recording,
transfer, provincial sales, harmonized sales, excise, real estate, stock transfer, intangible property transfer, personal property transfer, registration, conveyance and notarial Taxes, and similar fees, Taxes and governmental charges (together with
any interest, penalty, addition to Tax, and additional amount imposed in respect thereof) arising out of or in connection with the transfer of the Shares contemplated by this Agreement.

“Transferred Assets” shall have the meaning set forth in Section 2.04(b).

“Transferred Employee” shall have the meaning set forth in Section 9.01(a)(ii).

“Transferred Intellectual Property” means the Intellectual Property included in the
Transferred Assets (if any), including the Intellectual Property set forth in Section 2.04(b) of the Seller Disclosure Schedule (if any).

“Transition Services Agreement” shall have the meaning set forth in the preliminary
statements hereto.

“WARN Act” means the federal Worker Adjustment and Retraining Notification Act, and any
comparable or analogous state, local, foreign and other Laws.

Section 2.03        Purchase Price Adjustment.

(iii)        If any such objections are resolved in writing by Seller and Buyer, then such resolutions shall be final and binding upon the parties and shall be incorporated into the Final Statement.  If any such objections are not resolved in writing
within thirty (30) days following receipt by Buyer of the Statement of Objection, then Seller and Buyer shall submit any such objections which remain unresolved to the Independent Accountant.

(vi)        Each of Seller and Buyer agree to enter into a customary engagement letter with the Independent Accountant.  Seller and Buyer shall reasonably cooperate with the Independent Accountant and shall provide, upon the request of the Independent
Accountant, any non-privileged information and documentation, including any accountants’ work papers or internal accounting records or reserving papers, files and models, and make reasonably available to the Independent Accountant personnel of
Buyer and its Affiliates, on the one hand, and of Seller and its Affiliates, on the other hand, in each case that have been involved in the preparation of the Post-Closing Statement or the Statement of Objection, as applicable; provided, however, that the independent accountants of Seller or Buyer shall not be obligated to make any working papers
available to the Independent Accountant unless and until the Independent Accountant has signed a customary confidentiality and hold harmless agreement relating to such access to working papers in form and substance reasonably acceptable to such
independent accountants.  Any such information and documentation provided by Seller or Buyer to the Independent Accountant shall concurrently be provided to the other party to the extent not already so provided; provided, however, that the independent accountants of Seller or Buyer shall not be obligated to make any working papers available to the other party unless
and until the other party has signed a customary confidentiality and hold harmless agreement relating to such access to working papers in form and substance reasonably acceptable to such independent accountants.  Neither party shall disclose to
the Independent Accountant, and the Independent Accountant shall not consider for any purpose, any settlement discussions or settlement offer made by either party with respect to any objection under this Section 2.03(b) unless otherwise agreed in writing by both parties.

(e)          evidence of the termination of certain Intercompany Agreements pursuant to Section 7.06(a);

AFG hereby represents and warrants to Buyer, except as disclosed in the corresponding section of the Seller Disclosure Schedule, as of the date of
this Agreement and as of the Closing Date, as follows: