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                                                                  Exhibit 4.1

                              AMENDED AND RESTATED
                            ARTICLES OF INCORPORATION
                                       OF
                     AMERICAN FINANCIAL GROUP HOLDINGS, INC.
                     ---------------------------------------


         FIRST. The name of the corporation is AMERICAN FINANCIAL GROUP
HOLDINGS, INC. (the "Corporation").

         SECOND. The place in the State of Ohio where the Corporation's
principal office is to be located is the City of Cincinnati in Hamilton County,
Ohio.

         THIRD. The purpose for which the Corporation is organized shall be to
engage in any lawful act or activity for which corporations may be formed under
the Ohio General Corporation Law, Ohio Revised Code Sections 1701.01 ET SEQ..

         FOURTH. The aggregate number of shares of stock which the Corporation
shall have authority to issue is Two Hundred Twenty Five Million (225,000,000)
shares, which shall be divided into two classes, consisting of:

         (a) Twenty Five Million (25,000,000) shares of preferred stock
("Preferred Stock") without par value; and,

         (b) Two Hundred Million (200,000,000) shares of common stock ("Common
Stock") without par value.

                            PART ONE: PREFERRED STOCK

         (a) Except as otherwise provided by this Article FOURTH or by the
amendment or amendments adopted by the Board of Directors providing for the
issue of any series of Preferred Stock, the Preferred Stock may be issued at any
time or from time to time in any amount, not exceeding in the aggregate,
including all shares of any and all series thereof theretofore issued, the
Twenty Five Million (25,000,000) shares of Preferred Stock hereinabove
authorized, as Preferred Stock of one or more series, as hereinafter provided,
and for such lawful consideration as shall be fixed from time to time by the
Board of Directors.

                  Twelve Million Five Hundred Thousand (12,500,000) shares of
Preferred Stock shall have voting rights as provided in clause (b) of this Part
One of Article FOURTH (collectively, "Voting Preferred Stock").

                  Twelve Million Five Hundred Thousand (12,500,000) shares of
Preferred Stock shall have no voting power whatsoever, except as may be
otherwise provided by law or except as may arise upon a default, failure or
other contingency (collectively, "Non-Voting Preferred Stock").

                  All shares of any one series of Preferred Stock shall be alike
in every particular, each series thereof shall be distinctively designated by
letter or descriptive words, and all series of


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Preferred Stock shall rank equally and be identical in all respects except as
provided above with respect to Voting Preferred Stock and Non-Voting Preferred
Stock or as permitted by the provisions of Clause (b) of this Part One of
Article FOURTH.

         (b) Authority is hereby expressly granted to the Board of Directors
from time to time to adopt amendments to these Articles of Incorporation
providing for the issue in one or more series of any unissued or treasury shares
of Preferred Stock, and providing, to the fullest extent now or hereafter
permitted by the laws of the State of Ohio and notwithstanding the provisions of
any other Article of these Articles of Incorporation of the Corporation, in
respect of the matters set forth in the following subdivisions (i) to (x),
inclusive, as well as any other rights or matters pertaining to such series:

                  (i) The designation and number of shares of such series;

                  (ii) With respect to the Voting Preferred Stock only, voting
rights (to the fullest extent now or hereafter permitted by the laws of the
State of Ohio);

                  (iii) With respect to the Non-Voting Preferred Stock only,
voting rights upon a default, failure or other contingency;

                  (iv) The dividend rate or rates of such series (which may be a
variable rate or adjustable rate and which may be cumulative);

                  (v) The dividend payment date or dates of such series;

                  (vi) The price or prices at which shares of such series may be
redeemed;

                  (vii) The amount of the sinking fund, if any, to be applied to
the purchase or redemption of shares of such series and the manner of its
application;

                  (viii) The liquidation price or prices of such series;

                  (ix) Whether or not the shares of such series shall be made
convertible into, or exchangeable for, shares of any other class or classes or
of any other series of the same class of stock of the Corporation or any other
property, and if made so convertible or exchangeable, the conversion price or
prices, or the rates of exchange at which such conversion or exchange may be
made and the adjustments thereto, if any; and,

                  (x) Whether or not the issue of any additional shares of such
series or any future series in addition to such series shall be subject to any
restrictions and, if so, the nature of such restrictions.

Any of the voting rights (with respect to the Voting Preferred Stock only),
voting rights upon a default, failure or other contingency (with respect to the
Non-Voting Preferred Stock only), dividend


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rate or rates, dividend payment date or dates, redemption rights and price or
prices, sinking fund requirements, liquidation price or prices, conversion or
exchange rights and restrictions on issuance of shares of any such series of
Preferred Stock may, to the fullest extent now or hereafter permitted by the
laws of the State of Ohio, be made dependent upon facts ascertainable outside
these Articles of Incorporation or outside the amendment or amendments providing
for the issue of such Preferred Stock adopted by the Board of Directors pursuant
to authority expressly vested in it by this Article FOURTH. Any of the terms of
any series may be established as senior to or having preference over the terms
of any other series, whether or not outstanding at the time of adoption of the
amendment creating such series of Preferred Stock by the Board of Directors. If
the then-applicable laws of the State of Ohio do not permit the Board of
Directors to fix, by the amendment creating a series of Voting Preferred Stock,
the voting rights of shares of such series, each holder of a share of such
series of Voting Preferred Stock shall, except as may be otherwise provided by
law, be entitled to one (1) vote for each share of Voting Preferred Stock of
such series held by such holder.

         FIFTH. AMENDMENT TO ARTICLES OF INCORPORATION. The Corporation shall
have the right to amend, alter, change or repeal any provision contained in
these Articles of Incorporation or any provision that may be added or inserted
in these Articles of Incorporation, provided that:

         (a) Such amendment, alteration, change, repeal, addition or insertion
is consistent with law and is accomplished in the manner now or hereafter
prescribed by statute or these Articles of Incorporation;

         (b) Any provision of these Articles of Incorporation which requires, or
the change of which requires, the vote or consent of all or a specific number or
percentage of the holders of shares of any class or series shall not be amended,
altered, changed or repealed by any lesser amount, number or percentage of votes
or consents of such class or series; and,

         (c) No amendment to these Articles of Incorporation pursuant to Ohio
Revised Code Section 1701.69(B)(10) or any successor provision may be adopted
without the affirmative vote or consent of the holders of an aggregate of
two-thirds of the total voting power of the Corporation.

Any rights at any time conferred upon the shareholders of the Corporation are
granted subject to the provisions of this Article.

         SIXTH. No holder of any shares of this Corporation shall have any
preemptive rights to subscribe for or to purchase any shares of this Corporation
of any class, whether such shares or such class be now or hereafter authorized,
or to purchase or subscribe for any security convertible into, or exchangeable
for, shares of any class or to which shall be attached or appertained any
warrants or rights entitling the holder thereof to purchase or subscribe for
shares of any class.

         SEVENTH. This Corporation, through its Board of Directors, shall have
the right and power to purchase any of its outstanding shares at such price and
upon such terms as may be agreed upon between the Corporation and any selling
shareholder.



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         EIGHTH. Subject to the provisions of Article FIFTH hereof, the
affirmative vote of shareholders entitled to exercise a majority of the voting
power of this Corporation shall be required to amend these Articles of
Incorporation, approve mergers and to take any other action which by law must be
approved by a specified percentage of the voting power of the Corporation or of
all outstanding shares entitled to vote.

         NINTH. The provisions of Ohio Revised Code Chapter 1704 or any
successor provisions relating to transactions involving interested shareholders
shall not be applicable to the Corporation.

         TENTH. The provisions of Ohio Revised Code Section 1701.831 or any
successor provisions relating to control share acquisitions shall not be
applicable to the Corporation.

         ELEVENTH. These Amended and Restated Articles of Incorporation take the
place of and supersede the existing Articles of Incorporation of the Corporation
as heretofore amended and/or restated.





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                            CERTIFICATE OF AMENDMENT
                BY SHAREHOLDERS OF ARTICLES OF INCORPORATION OF
                    AMERICAN FINANCIAL GROUP HOLDINGS, INC.

     James E. Evans, who is Senior Vice President, and James C. Kennedy, who is
Secretary, of the above named Ohio corporation for profit do hereby certify
that in a writing signed by all of the shareholders entitled to notice of a
meeting held for that purpose, the following resolution to amend the articles
was adopted:

         "RESOLVED, that Article FIRST of the Corporation's Articles of
         Incorporation be, and it hereby is, amended in its entirety to read as
         follows:

                "FIRST. The name of the corporation is AMERICAN FINANCIAL GROUP,
                INC. (the "Corporation")"          

     IN WITNESS WHEREOF, the above named officers, acting for and on behalf of
the corporation, have hereunto subscribed their names this 2nd day of December,
1997.

                                         AMERICAN FINANCIAL GROUP
                                         HOLDINGS, INC.

                                         BY: /s/ JAMES E. EVANS
                                         -------------------------------------
                                         James E. Evans, Senior Vice President



                                         By: /s/ James C. Kennedy
                                         -------------------------------------
                                         James C. Kennedy, Secretary

