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Exhibit 10.10-A    
    


 
 

COINSURANCE AGREEMENT    
    


        This Coinsurance Agreement (this "Agreement") is by and between EquiTrust Life Insurance Company, a corporation organized under the laws of the State of Iowa
(hereinafter referred to as the "Reinsurer"), and American Equity Investment Life Insurance Company, a company organized under the laws of the State of Iowa (hereinafter referred to as the "Company"). 



        The
Company and the Reinsurer mutually agree to enter into a reinsurance transaction under the terms and conditions stated herein. This Agreement is an indemnity reinsurance agreement
solely between the Company and the Reinsurer, and the performance of the obligations of each party under this Agreement shall be rendered solely to the other party. In no instance, except as set forth
in the insolvency provisions of this Agreement, shall anyone other than the Company or the Reinsurer have any rights under this Agreement, and the Company shall be and shall remain the only party
hereunder that is liable to any insured or beneficiary under the policy reinsured hereunder. 


 
 

ARTICLE I
  Definitions    
    


        As used in this Agreement, the following terms shall have the following meanings (definitions are applicable to both the singular and the plural forms of each
term defined in this Article): 


        1.1    "Account Value"    means the amount payable on a Policy upon full surrender excluding the surrender charge,
determined in a manner consistent with the amounts reported quarterly in Part II of Schedule B. 



        1.2    "Accrual Rate"    means the current prime rate as published in the Wall Street Journal applicable to the period
that a payment is due plus 1.00%. 


        1.3    "Business Day"    means any day that is not a Saturday, Sunday or other day on which national banking
institutions are required or permitted by law or executive order to be closed. 


        1.4    "Commission Allowance"    shall have the meaning set forth in Schedule C. 



        1.5    "Effective Date"    shall have the meaning set forth in Section 2.1. 


        1.6    "Expense Allowances"    shall have the meaning set forth in Schedule C. 


        1.7    "GAAP Accounting Report"    means the report required to be prepared in accordance with Section 10.2 and
Schedule D. 


        1.8    "Insurance Taxes and Charges"    means all insurance taxes (not including any federal, state or local tax
measured by net income) and Guaranty Fund assessments related to the Reinsured Policies. 


        1.9    "Policy"    means any individual insurance policy described in Schedule A and all endorsements, riders,
benefits, and amendments thereto. 



        1.10    "Policy Benefits"    shall mean partial surrenders, full surrenders, death claims, and all other contractual
benefits. 


        1.11    "Premiums"    means the gross considerations for the Policies reinsured hereunder. 


        1.12    "Monthly Accounting Report"    means the report required to be prepared in accordance with Section 10.2
and Schedule B. 


        1.13    "Monthly Accounting Period"    means monthly with the period ending on the last day of each calendar month. 


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        1.14    "Quota Share"    means the percentage of risk assumed by the Reinsurer with respect to the Reinsured Policies,
as set forth in Schedule A. 


        1.15    "Reinsurance Premium"    shall mean the Quota Share of Premiums on Reinsured Policies as set forth in
Schedule A. 


        1.16    "Reinsured Policies"    shall mean all Policies reinsured under this Agreement, as set forth in
Schedule A. 


        1.17    "Reserves"    means Exhibit 5, part B policy reserves as defined under statutory accounting
principles. 


        1.18    "Settlement Amount"    means the net amount due and payable to either party with respect to any Monthly
Accounting Period as set forth in Section 10.3. 


        1.19    "Terminal Accounting and Settlement"    as described in Section 12.1 means the final accounting and
payment of any amount due either party upon the termination of this Agreement. 


 
 

ARTICLE II
  Coverage    
    


        1.1    Coverage.    For Policies issued on or after January 1, 2004, (the "Effective Date"), the Company agrees
to cede to the Reinsurer, and the Reinsurer agrees to indemnify the Company for the Quota Share of the risks under the Policies as of the Effective Date. The liability of the Reinsurer with respect to
its share of the risks under the Reinsured Policies including liability for Policy Benefits under the Reinsured Policies shall begin simultaneously with that of the Company, but not prior to the
Effective Date. 


        1.2    Conditions.    The reinsurance hereunder is subject to the same limitations, terms and conditions as the
applicable Reinsured Policies hereunder, except as otherwise provided in this Agreement. 


        1.3    Exclusions.    This Agreement does not apply to any risks except those risks under the applicable Reinsured
Policy hereunder. 


 
 

ARTICLE III
  General Provisions    
    


        3.1    Confidentiality.    In performing the obligations arising under this Agreement, Reinsurer may have access to
and receive disclosure of certain information from Company which is confidential or proprietary (hereinafter "Confidential Information"). Confidential Information includes all information provided by
Company to Reinsurer except (a) information which Reinsurer has confirmed is publicly known, so long as it is not publicly known through the acts or omissions of Reinsurer; or
(b) information which is legally required to be disclosed by Reinsurer under a requirement of a governmental agency or a court of law having jurisdiction, but only if Reinsurer discloses only
that information which, in the reasonable opinion of its counsel, is required to be disclosed. Reinsurer agrees that it will not disclose the Confidential Information to a third party other than to
carry out the Reinsurer's obligations under this Agreement. Reinsurer further agrees not to appropriate any Confidential Information for its own use either during the course of or subsequent to
termination of this Agreement. If Reinsurer discloses the Confidential Information to a third party in order to perform the obligations under this Agreement, the Reinsurer will disclose to the Company
and will require the third party to agree to the confidentiality standards set forth in this paragraph. Company has the right, but not the obligation, to audit the Confidential Information in the
possession of Reinsurer to detect use of the Confidential Information which is in violation of this Coinsurance Agreement. Reinsurer's obligations with respect to the confidentiality and security of
the Confidential 


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Information
shall survive termination of this Agreement. All Confidential Information in any medium and any copies thereof, shall be promptly returned to Company or destroyed at Company's option upon
request of Company or upon termination of this Agreement. 


        Notwithstanding
anything in this Section 3.1 to the contrary, Company agrees that Reinsurer may disclose to analysts, rating agencies and/or any other parties approved in advance
by Company, information limited to (i) the existence this Agreement; (ii) the quota share amount and total dollar amount of reinsurance hereunder (premiums, benefits, and expenses); and
(iii) the terms of the Policies,
but specifically excluding contract specific data from the pricing models for the Policies and/or the identities of any of Company's sales agents. 


        3.2    Inspection.    Either party or its designated representative may upon advance notice of at least ten
(10) Business Days inspect, at the offices of the Company or the Reinsurer, as the case may be, where such records are located, and conduct reasonable audits of, the papers and any and all
other books or documents of the Company or the Reinsurer reasonably relating to the Reinsured Policies and the administrative responsibilities hereunder, during normal business hours for such period
as this Agreement is in effect or for as long thereafter as the Company or the Reinsurer, as the case may be, seeks performance by the other party pursuant to the terms of this Agreement. The
information obtained shall be used only for purposes relating to the reinsurance provided under this Agreement and shall not be disclosed to any person without the express permission of the other
party, except to the extent that disclosure is required by law. Each party will bear its own out of pocket costs in conducting investigations under this Section. Each party's rights under this
Section 3.2 shall survive termination of this Agreement until all reinsured policies have expired by their terms. 



        3.3    Misunderstandings and Oversights.    If any delay, omission, error or failure to pay amounts due or to perform
any other act required by this Agreement is unintentional and caused by misunderstanding, accident, or oversight, the Company and the Reinsurer shall adjust the situation to what it would have been
had the misunderstanding, accident or oversight not occurred. The party first discovering such misunderstanding, accident or oversight, or act resulting from the misunderstanding or oversight, shall
notify the other party in writing promptly upon discovery thereof and the parties shall act to correct such misunderstanding or oversight promptly upon receipt of such notice. However, this
Section 3.3 shall not be construed as a waiver by either party of its right to enforce strictly the terms of this Agreement. 


        3.4    Misstatement.    In the event that the liability provided by a Reinsured Policy is increased or decreased
because of a misstatement of fact, the reinsurance hereunder shall increase or decrease proportionate to the Quota Share thereunder. 


        3.5    Policy Changes.    The Company and the Reinsurer shall share, based upon the applicable Quota Share, in any
increase or decrease in the Company's liability that results from any change in the terms or conditions of any Reinsured Policy arising from the insured's addition or deletion of riders. 


        3.6    Compliance with Applicable Laws and Regulations.    



        (a)    Agreements to be Construed in Accordance with Existing Law.    It is the intention of the parties that this
Agreement and related documents shall comply with all applicable federal and state laws and regulations in such a way that a Reinsured Policy remains reinsured on the quota share reinsurance plan. 



        (b)    Amendment Upon Failure to Comply.    In the event that it is determined by a regulatory authority, or by either
party upon the advice of regulatory authorities that this Agreement or related documents fail to conform to the requirements of existing applicable laws and regulations, the parties shall exercise
reasonable efforts to reach an agreement to amend the Agreement or related documents so as to return the parties to the economic position that they would have been in had no such change occurred, or
so that both parties share proportionately in the economic 



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detriment
of such change. If the parties are unable to reach an agreement to amend the Agreement or related documents, then the party adversely affected by the change shall have the right to bring its
dispute to arbitration in accordance with the provisions of Article XIV, but in no event will this Agreement terminate prior to resolution of the dispute in arbitration. 


        (c)    Standard of Care.    The Reinsurer agrees to perform the duties set forth herein in a manner consistent with
general life insurance and with a standard of care equal to the standards it uses on similar policies that it directly writes and in accordance with applicable laws and regulations. The Reinsurer
shall maintain all licenses, obtain all regulatory approvals and comply with all regulatory requirements necessary to perform its obligations contemplated under this Agreement. 




        3.7    Setoff and Recoupment.    Any debts or credits, matured or unmatured, regardless of when they arose or were
incurred, in favor of or against either the Company or the Reinsurer with respect to this Agreement, are deemed mutual debts or credits, as the case may be, and shall be set off, and only the net
balance shall be allowed or paid. 


        2.8    Payments.    All payments made pursuant to this Agreement shall be made in immediately available U.S. funds. 


 
 

ARTICLE IV
  Payments to the Reinsurer    
    


        4.1    Premiums.    The Company will pay the Quota Share of Premiums on Reinsured Policies as shown in
Schedule A. 


        3.2    Derivative Settlements.    The Company will pay the Quota Share of the net derivative settlements related to
the index-linked Reinsured Policies. Net derivative settlements include the proceeds at expiration or early termination of purchased derivatives less payments due at the expiration or early
termination of written derivatives, if applicable. 


 
 

ARTICLE V
  Payments to the Company    
    



        4.1    Policy Benefits.    The Reinsurer shall pay its Quota Share of all Policy Benefits including death benefits,
withdrawals, surrenders, and annuitizations. 


        4.2    Commission and Expense Allowances.    The Reinsurer shall pay its Quota Share of all Commission and Expense
Allowances as shown in Schedule C. 


        4.3    Derivative Cost.    The Reinsurer shall pay its Quota Share of the actual direct net cost of derivatives
related to the index-linked Reinsured Policies. The net direct cost of derivatives includes the cost of purchased derivatives less the premium received from written derivatives, if applicable. 


        4.4    Insurance Taxes and Charges.    The Reinsurer shall pay its Quota Share of all Insurance Taxes and Charges. 


        4.5    Risk Based Capital (RBC) Charge.    The Reinsurer shall pay a RBC Charge equal to 0.30% of Reinsurance
Premiums. The RBC Charge shall be adjusted proportionately at any time there is an adjustment by the National Association of Insurance Commissioners (NAIC) to the existing C-4 RBC
requirement with respect to the Reinsured Policies. The adjustment to the RBC Charge shall become effective as of the beginning of the calendar year the adjustment to the C-4 RBC
requirement becomes effective. 


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ARTICLE VI
  Reserves    
    



        6.1    Reserves.    The Reinsurer shall establish and maintain appropriate Reserves with respect to the Reinsured
Policies and shall hold its quota share of Reserves with respect to the Reinsured Policies hereunder. 


 
 

ARTICLE VII
  Account Payable/Receivable    
    


        7.1    Account Receivable/Payable.    The Reinsurer will set up an account receivable equal to its Quota Share of the
intrinsic value of the derivative assets backing the index-linked Reinsured Policies. The Company will set up an account payable in the same amount. Intrinsic value is the greater of the market value
or the amortized value. 


 
 

ARTICLE VIII
  Credited Rates/Non-Guaranteed Elements    
    


        8.1    Credited Rates/Non-Guaranteed Elements.    The Company shall be responsible for determining
credited rates and non-guaranteed elements for the Reinsured Policies and will only vary such items in a manner consistent with its documented procedures in effect on the Effective Date.
If the weighted average yield on the Company's invested assets does not exceed the weighted average crediting rate on the Reinsured Policies by at least 1.5%, and such condition is not cured within
sixty (60) days, the Company will notify Reinsurer of such fact within three (3) days following the end of the sixty (60) day period. 


 
 

ARTICLE IX
  Administration    
    



        8.1    Policy Administration.    The Company shall perform all administration of the Reinsured Policies. This includes
selecting and purchasing those derivatives that match the risk of the index-linked Reinsured Policies. 


        8.2    Record Keeping.    Company shall maintain all records and correspondence for services performed by Company
hereunder relating to the Reinsured Policies in accordance with industry standards of insurance record keeping. In addition, the records shall be made available for examination, audit, and inspection
by any State Insurance Department within whose jurisdiction the Company or the Reinsurer operates. The Company and Reinsurer further agree that in the event of the termination of this Agreement, any
such records in the possession of the Reinsurer shall promptly be duplicated and forwarded to the Company unless otherwise instructed. 


        The
Company shall establish and maintain an adequate system of internal controls and procedures for financial reporting relating to the Reinsured Policies including associated
documentation and shall make such documentation available for examination and inspection by the Reinsurer. 



        8.3    Indemnification and Control of Defense.    



	(a)
	The
Reinsurer shall have no duty or obligation to defend against any legal action or proceeding brought against the Company. The Reinsurer shall fully cooperate with the Company's
efforts to defend such legal action or proceedings and will make available to the Company and its counsel such evidence relevant to such actions or proceedings as the Reinsurer may have as a result of
performing its obligations under this Agreement.



	(b)
	The
Reinsurer shall not be liable to the Company for actions within the scope of the Reinsurer's actual authority in performing its obligations to the Company under this 



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Agreement
when such performance is in accordance with the standard expressed in Section 3.6(c) "Standard of Care." 



	(c)
	The
Company shall indemnify and hold harmless and defend the Reinsurer against any costs (including reasonable attorney's fees) or expenses, damages or judgments whatsoever which the
Reinsurer may suffer as a result of the Reinsurer being named as a party defendant in any suit instituted by any persons to whom a Reinsured Policy has been issued, or by any beneficiary, heir,
legatee, or personal representative of such policyholder, where the Reinsurer's actions relevant to the suit are within the scope of the Reinsurer's actual authority in performing its obligations to
the Company under this Agreement and were performed in accordance with the standard expressed in Section 3.6(c) "Standard of Care."



	(d)
	The
Reinsurer shall indemnify and hold harmless and defend the Company against any costs (including reasonable attorney's fees) or expenses, damages or judgments whatsoever which the
Company may suffer as a result of the Company being named as a party defendant in any suit instituted by any persons to whom a Reinsured Policy has been issued, or by any beneficiary, heir, legatee,
or personal representative of such policyholder, where the Reinsurer's actions relevant to the suit are within its obligations to the Company under this Agreement and were not performed in accordance
with the standard expressed in Section 3.6(c) "Standard of Care."



	(e)
	Any
party entitled to indemnification under this Agreement shall (1) give prompt notice to the party from whom indemnification is sought of any claim with respect to which it
seeks indemnification; (2) permit such indemnifying party to assume and control defense of such claim with counsel reasonably satisfactory to the indemnified party; provided, however, that any
party entitled to indemnification hereunder shall have the right to employ separate counsel and to participate in the defense of such claim, but the fees and expenses of such separate counsel shall be
paid by the person employing separate counsel unless (a) the indemnifying party has agreed to pay such fees and expenses or (b) the indemnifying party shall have failed to assume the
defense of such claim and to employ counsel reasonably satisfactory to such party. No indemnifying party shall be subject to any liability for any settlement made without its consent except where the
indemnifying party has failed to assume the defense of such claim and to employ counsel reasonably satisfactory to the indemnified party. An indemnifying party who elects not to assume the defense of
a claim will not be obligated to pay the fees and expenses of more than one counsel at any one time for all parties indemnified by such indemnifying party with respect to such claim, which counsel
shall be designated in writing by the indemnified party and shall be reasonably acceptable to the indemnifying party. 



 
 

ARTICLE X
  Accounting and Settlement    
    


        9.1    Insurance Accounting.    The Company shall maintain separate books of account with respect to any Reinsured
Policy, setting forth the data required in Schedules B and D. 



        9.2    Monthly Accounting Reports.    Within ten (10) Business Days following the end of each Monthly
Accounting Period, the Company shall supply the Reinsurer with a Monthly Accounting Report with the information as shown in Part I of Schedule B. Within fifteen (15) calendar days
following the end of each calendar quarter, the Company shall supply the Reinsurer with the information shown in Part II of Schedule B. Within twenty one (21) calendar days after
the end of the calendar quarter, the Company shall supply the Reinsurer with a GAAP Accounting Report with the information shown in Schedule D. 


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        The Company will supply additional financial information, as reasonably needed, for the Reinsurer to comply with changes in Statutory, GAAP, and SEC reporting and disclosure requirements
that may occur subsequent to the inception of this Agreement. 


        9.3    Settlements.    The Company will determine an estimated Settlement Amount each month in accordance with
Schedule B. If the estimated Settlement Amount is positive, the Company will pay that amount to the Reinsurer. If the estimated Settlement Amount is negative, the Reinsurer will pay that amount
to the Company. Payments of the estimated Settlement Amount shall be due by the tenth (10th) Business Day of each month. 



        Within
ten (10) Business Days following the end of each Monthly Accounting Period, the Company or Reinsurer, as the case may be, shall pay the difference between the final
Settlement Amount as reported on the Monthly Accounting Report and the estimated Settlement Amount previously paid for the applicable Monthly Accounting Period. 


        If
any estimated or final monthly Settlement Amount payment is not paid by the due date, interest shall accumulate at the Accrual Rate from the due date of the payment until such time
that the Settlement Amount is paid. If the estimated Settlement Amount payment for any month is not within 25% of the final Settlement Amount payment, interest shall accrue on the difference between
the final Settlement Amount payment and the estimated Settlement Amount payment at the Accrual Rate from the due date of the estimated Settlement Amount payment until such time that the final
Settlement Amount is paid. 


        9.4    Reconciliation.    Each party shall have the right to review all individual components of transactions
reflected in the Monthly Accounting Reports, and to request adjustments, as appropriate. Any amount due either party in connection with such adjustment shall be paid within ten (10) Business
Days of the receipt of notice that additional amounts are due. 



        9.5    Interest Payments.    Payment due to either the Reinsurer or the Company shall accrue interest at the Accrual
Rate if unpaid by the due date. 


 
 

ARTICLE XI
  Term and Termination    
    


        10.1    Term and Duration.    This Agreement shall be for an initial term of two (2) years and, except as
otherwise provided herein, will be effective for so long as any Reinsured Policy is in effect. This Agreement will automatically renew every two (2) years for an additional two (2) year
term starting on January 1, unless written notice of termination is given by either party under Sections 11.6 or 11.7. 


        10.2    Reinsurer's Liability.    The liability of the Reinsurer with respect to the Reinsured Policy shall terminate
on the date the liability of the Company on such Reinsured Policy is terminated. 



        10.3    Termination.    Should Reinsurer at any time: 




	(a)
	become
insolvent;



	(b)
	file a
petition in bankruptcy;



	(c)
	go
into liquidation or rehabilitation;



	(d)
	have
a receiver appointed; or



	(e)
	have
its Company Action Level Risk Based Capital ratio as defined by the NAIC drop below 150%, 







the
Company shall have the right to terminate this Agreement immediately upon notice to the Reinsurer. 


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        10.4    Termination Due to Nonpayment.    Either party may terminate this Agreement if the other party fails to pay,
when due, any amounts due under this Agreement provided that the delinquent party has been given at least twenty (20) Business Days advance written notice of its intent to terminate for that
reason. Either party may avoid termination pursuant to this Section 11.4 by paying all amounts that are delinquent and then due on or before the date upon which the Agreement would have
terminated in accordance with the notice from the other party. The other party shall provide written notice to the curing party that the default has been adequately cured. 


        10.5    Termination for Material Breach.    In addition to all other rights and remedies, either party may terminate
this Agreement by providing the other party with a minimum of thirty (30) days prior written notice in the event the other party commits a material breach of any provision of the Agreement.
Said notice must specify the nature of said material breach. The breaching party shall have twenty (20) Business Days from the date of the breaching party's receipt of the foregoing notice to
cure said material breach to the reasonable satisfaction of the non-breaching party. If the breach is cured, the other party shall provide written notice to the curing party that the
breach has been adequately cured. In the event the breaching party fails to cure the material breach within said twenty (20) Business Day period, then at the option of the
non-breaching party and upon notice, this Agreement will terminate upon expiration of the thirty (30) day notice period. Notwithstanding the foregoing, the parties shall cooperate
with each other to effect a cure of any breach of the terms of this Agreement. 


        10.6    Termination by Reinsurer.    The Reinsurer has the right to terminate this agreement with respect to new
business at any time by giving forty-five (45) days written notice to the Company. 


        10.7    Termination by the Company.    The Company has the right to terminate this agreement with respect to new
business at any time by giving forty-five (45) days written notice to the Reinsurer. The Company has the right to recapture this business after a period of 10 years. If the
Company exercises its right to recapture the business, the Reinsurer shall pay to the company its Quota Share of the Account Values of the Reinsured Policies and the Company will pay a recapture fee
to the Reinsurer equal to the Reinsurer's Quota Share of the unamortized Commission and Expense Allowances with the amortization period of the Commission and Expense Allowances corresponding to the
surrender charge period of each policy form. 


 
 

ARTICLE XII
  Payments Upon Termination of Agreement    
    


        12.1    Payments on Termination.    




	(a)
	In
the event that this Agreement shall be terminated under Sections 11.3, 11.4 or 11.5 a net accounting and settlement as to any balance due under this Agreement shall be undertaken
by the parties to this Agreement (the "Terminal Accounting and Settlement"), which calculations shall be performed as of the day that is 30 days from the date that the liability of the
Reinsurer shall have finally terminated (the "Terminal Accounting Date").



	(b)
	The
Company shall supply the Reinsurer with a final Schedule B as of the Terminal Accounting Date and the Settlement Amount will be paid as due pursuant to Section 10.3.



	(c)
	In
addition to the final Settlement Amount payment, the Reinsurer shall pay to the Company its Quota Share of the Account Values of the Reinsured Policies.



	(d)
	Any
payment required under the Terminal Accounting and Settlement by the Company shall be paid by the Company no later than thirty (30) days after the Terminal Accounting Date.
Payments made after such time shall accrue interest in accordance with Section 10.5. In the event that the calculation for the payment required under the 




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Terminal
Accounting and Settlement cannot be accurately calculated by such date, then an estimate shall be paid, with a supplemental accounting being made when the accurate information shall become
available. 






        12.2    Supplemental Accounting.    In the event that, subsequent to the Terminal Accounting and Settlement an
adjustment is made with respect to any amount taken into account in the Terminal Accounting and
Settlement, a supplemental accounting shall be made. Any net amount owed to the Reinsurer or the Company by reason of such supplemental accounting, plus any interest due accumulated at the Accrual
Rate to the date of payment, shall be paid promptly upon the completion of such supplemental accounting. 


 
 

ARTICLE XIII
  Insolvency    
    


        12.1    Payments.    In the event of the insolvency of the Company, payments due the Company on all reinsurance made,
ceded, renewed or otherwise becoming effective under this Agreement shall be payable by the Reinsurer directly to the Company or to its liquidator, receiver, or statutory successor on the basis of the
liability of the Company under Reinsured Policies without diminution because of the insolvency of the Company, or because the conservator, liquidator, or statutory successor has failed to pay all or a
portion of any claims. 


        12.2    Executory Contract.    It is expressly understood that this Agreement is an executory contract as long as both
parties are required to perform under this Agreement. On the insolvency of the Reinsurer, if this Agreement is not confirmed by the Reinsurer and given status as an "Administrative Expense", then the
Company may terminate for nonperformance without additional payment other than those required under Section 12.1. 


 
 

ARTICLE XIV
  Dispute Resolution    
    


        14.1    Dispute Resolution.    If a dispute, controversy, or claim arises out of or relates to this Agreement, its
termination or non-renewal, or the alleged breach thereof, and if said dispute cannot be settled through direct discussions, the parties agree to first endeavor to settle the dispute in an
amicable manner by mediation administered by the American Arbitration Association ("AAA") under its Commercial Mediation Rules, before resorting to arbitration. If the matter has not been resolved
pursuant to mediation within thirty (30) days of the commencement of such mediation (which period may be extended by mutual agreement in writing), then any unresolved dispute, controversy, or
claim arising out of or relating to this Agreement, its termination or non-renewal, or the breach thereof, shall be settled by arbitration in accordance with the Commercial Arbitration
Rules of the AAA, and judgment upon the award rendered by the arbitrator may be entered in any court having jurisdiction thereof. The arbitration shall be conducted by a sole arbitrator or, at the
election of either party, before a panel of three arbitrators. Selection of the arbitrator(s) shall be in accordance with the Commercial Arbitration Rules of the AAA. The arbitrator(s) shall allow
each party to conduct limited relevant discovery. The arbitrator(s) shall have no authority to award punitive damages or any damages not measured by the prevailing party's actual damages, and may not,
in any event, make any ruling, finding or award that does not conform to the terms and conditions of this Agreement and applicable state and federal laws. All fees and expenses of arbitration shall be
borne by the parties equally. However, each party shall bear the expense of its own counsel, experts, witnesses, and preparation and presentation of the arbitration matter. Any such arbitration shall
be conducted in West Des Moines, Iowa. 


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ARTICLE XV
  DAC Tax    
    


        The parties hereto agree to the following pursuant to Section 1.848-2(g)(8) of the Income Tax Regulations issued December 1992, under
Section 848 of the Internal Revenue Code of 1986, as amended. This election shall be effective for 2004 and for all subsequent taxable years for which this Agreement remains in effect. 



        14.1    The
term "party" will refer to either contracting company as appropriate. 


        14.2    The
terms used in this Article are defined by reference to Regulation Section 1 848-2 in effect December 1992. 


        14.3    The
party with the net positive consideration for the Coinsurance Agreement for each taxable year will capitalize specified policy acquisition expenses with respect to
the Coinsurance Agreement without regard to the general deductions limitation of Section 848(c)(1). 



        14.4    Both
parties agree to exchange information pertaining to the amount of net consideration under the Coinsurance Agreement each year to ensure consistency or as otherwise
required by the Internal Revenue Service. 


        14.5    The
Company will submit a schedule to the Reinsurer by May 1 of each year of the calculation of the net consideration for the preceding calendar year. This
schedule of calculations will be accompanied by a statement signed by one of the Company's officers stating that the Company will report such net consideration in its tax return for the preceding
calendar year. 


        14.6    The
Reinsurer may contest such calculation by providing an alternative calculation to the Company in writing within 30 days of receipt of the calculation. If the
Reinsurer does not notify the Company, the Reinsurer will report the net consideration determined by the Company in its tax return for the previous calendar year. 


        14.7    If
the calculation of the net consideration is contested, the parties will act in good faith to reach an agreement as to the correct amount within thirty
(30) days of the date that the Company receives the Reinsurer's alternative calculation. If the parties reach agreement on an amount of net consideration, each party shall report such amount in
their respective tax returns for the previous calendar year. If the parties are unable to reach an agreement on the amount of the net consideration, then the dispute will be resolved pursuant to
Article XIV of this Agreement. 


 
 

ARTICLE XVI
  Miscellaneous Provisions    
    


        15.1    Headings and Schedules.    Headings used herein are not a part of this Agreement or related documents and
shall not affect the terms hereof. The attached Schedules A, B, C, and D are a part of this Agreement. 



        15.2    Notices.    All notices and communications hereunder shall be in writing and shall become effective when
received. Any written notice shall be sent by either certified or registered mail, return receipt requested, or overnight delivery service (providing for delivery receipt) or delivered by hand. All
notices or communications under this Agreement shall be addressed as follows: 




If
to the Company: 


American
Equity Investment Life Insurance Company

5000 Westown Parkway, Suite 440

West Des Moines, IA 50266

Attention: D.J. Noble with copy to Wendy Carlson 




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If
to the Reinsurer: 


EquiTrust
Life Insurance Company

5400 University Ave

West Des Moines IA 50266

Attention: William J. Oddy with copy to James W. Noyce 





        15.3    Successors and Assigns.    This Agreement and related documents cannot be assigned by either party without the
prior written consent of the other. The provisions of this Agreement and related documents shall be binding upon and inure to the benefit of and be enforceable by the parties hereto and their
respective successor and assigns as permitted herein. 


        15.4    Execution in Counterparts.    This Agreement and related documents may be executed by the parties hereto in
any number of counterparts, and by each of the parties hereto in separate counterparts, each of which counterparts, when so executed and delivered, shall be deemed to be an original, but all such
counterparts shall together constitute but one and the same instrument. 



        15.5    Entire Agreement.    This Agreement constitutes the entire agreement of the parties hereto. This Agreement
supersedes all prior discussions, negotiations, understandings, commitments and agreements with respect to the subject matter hereof. Any amendment or modification of this Agreement will not be
effective unless made in writing and signed by the parties hereto. 


        15.6    Regulatory Approval of Amendments.    When and if, under insurance, public health or other applicable laws or
regulations, the approval of any amendment to this Agreement or related documents by one or more federal, state or local regulatory authorities is required, the amendment shall not take effect unless
and until all such necessary approvals have been received by the Company. 


        15.7    Governing Law.    This Agreement and related documents shall be governed by and construed in accordance with
the laws of the State of lowa. 


        15.8    Waivers and Remedies.    The waiver by any of the parties of any other party's prompt and complete performance
or breach or violation, of any provisions of this Agreement and related documents shall not operate or be construed as a waiver of any subsequent breach or violation, and the waiver by any of the
parties to exercise any right or remedy which it may possess hereunder shall not operate or be construed as a bar to the exercise of such right or remedy by such party upon the occurrence of any
subsequent breach or violation. 


        15.9    Severability.    In the event any section or provision of this Agreement or related documents is found to be
void and unenforceable by a court of competent jurisdiction, the remaining sections and provisions of this Agreement or related documents shall nevertheless be binding upon the parties with the same
force and effect as though the void or unenforceable part had not been severed or deleted. 


        IN
WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed by their duly authorized representative. 



	EQUITRUST

LIFE INSURANCE COMPANY	 	AMERICAN EQUITY INVESTMENT

LIFE INSURANCE COMPANY
	

 	

 	
 	

 	

 
	By:	/s/  WILLIAM J. ODDY      
	 	By:	/s/  D. J. NOBLE      

	

Name:	

William J. Oddy
	
 	

Name:	

D. J. Noble

	

Title:	

Chief Executive Officer
	
 	

Title:	

Chief Executive Officer

	

Date:	

December 29, 2003
	
 	

Date:	

December 29, 2003





11






  



 
 

SCHEDULE A    
    
    CONTRACTS AND RISKS REINSURED    
    


Company
agrees to cede to the Reinsurer, and the Reinsurer agrees to accept from the Company the Quota Share reinsurance participation for the risks as scheduled below that are not currently reinsured
under another agreement: 



The
Quota Share will equal 20%. However, for each calendar year, the Quota Share will reduce to 0% in any month where the year-to-date Reinsurance Premium as of the end of the
prior month exceeds $500 million. 




Reinsured Contracts  



	BRAVO	 	INDEX	 	INDEX-26
	FPDA-1(3%)	 	

INDEX-1	 	INDEX-27

INDEX-28
	FPDA-3	 	INDEX-10

INDEX-12	 	INDEX-29

INDEX-30
	FPDA-4	 	INDEX-13

INDEX-15	 	INDEX-5

INDEX-6
	FPDA-6	 	INDEX-16	 	INDEX-8
	FPDA-7	 	INDEX-17	 	INDEXP3
	FPDA-8	 	INDEX-18

INDEX-19	 	SUPER-7

SPDA-1
	I-2000	 	INDEX-22

INDEX-23	 	SPDA-2

SPDA-5
	I-2001	 	INDEX-24	 	 
	I-2002	 	INDEX-25	 	 





        State
variations of the listed products are included under this agreement 


        Effective
date of this Schedule: Policies issued on or after January 1, 2004 


12





 
 
 

SCHEDULE B    
    
    MONTHLY ACCOUNTING REPORT    
    



	Part I
	

(For qualified and non-qualified business, separately)

(All amounts are net of reinsurance to other reinsurers)
	

I.	

Premiums	
 	

    

	

II.	

Policy Benefits	
 	

    

	

III.	

Commission Allowance	
 	

    

	

IV.	

Acquisition Expense Allowance	
 	

    

	

V.	

Maintenance Expense Allowance	
 	

    

	

VI.	

Marketing Expense Allowance	
 	

    

	

VII.	

Insurance Taxes and Charges	
 	

    

	

VIII.	
Net (I - II - III - IV - V - VI - VII)	
 	

    

	

IX.	
Reinsured %	
 	

    

	

X.	

Settlement Amount Before Derivatives and RBC (VIII times IX)	
 	

    

	

XI.	

Quota Share of Derivative Settlements	
 	

    

	

XII.	

Quota Share of Derivative Costs	
 	

    

	

XIII.	

Risk Based Capital (RBC) Charge	
 	

    

	

XIV.	

Settlement Amount (X + XI - XII - XIII)	
 	

    

	

    	

 	
 	

 
	

Part II
	

Quarterly Accounting Information
	
Account Value—end of period	
 	

    

	

Reserves—end of period	
 	

    

	

Account Receivable (Payable)—end of period	
 	

    

	

Amortization of Derivative Costs	
 	

    





13





 
 
 

SCHEDULE C    
    
    COMMISSION AND EXPENSE ALLOWANCES FOR REINSURED POLICIES    
    



The
Reinsurer will grant to the Company the Quota Share of the following commission and expense allowances on the business reinsured: 


Expense Allowances  


	1.
	Per
policy Expense Allowances 






	Acquisition Expense	 	$	125
	Maintenance Expense (Annual Amount)	 	$	50







The
Maintenance Expense Allowance will be calculated on a monthly basis as follows: 



(C/12)
* (A + B)/2 where 


A
is the number of policies inforce as of the beginning of each month, and

B is the number of policies inforce as of the end of the each month, and

C is the annual per policy expense allowance. 





	2.
	Marketing
Expense Allowance 




The
Marketing Expense Allowance shall be equal to one percent (1.00%) of Premiums. 





The
Expense Allowances shall be adjusted from time to time to reflect changes made in the Company's product pricing assumptions. 


Commission Allowances  


The
commission allowance shall be the lesser of the actual commissions paid or the following percentages of Premiums: 



	INDEX-26	 	9.00%	 	 
	INDEX-27	 	8.50%	 	 
	INDEX-28	 	10.50%	 	 
	INDEX-29	 	8.00%	 	 
	INDEX-30	 	6.75%	 	 
	FPDA-7	 	10.50%	 	 
	FPDA-8	 	6.50%	 	 






The
commission allowance for all other Reinsured Policies not included in the foregoing list shall be an amount as determined by the Company based upon their published commission schedules, and shall
be based on the commissions actually paid. 


14





 
 
 

SCHEDULE D    
    
    GAAP ACCOUNTING REPORT    
    


(All
amounts are net of reinsurance to other reinsurers) 



	 
	 	 
	 	EIA
	 	Traditional

	I.	 	Beginning Account Value	 	    
	 	    

	

II.	
 	

Premiums	
 	

    
	
 	

    

	

III.	
 	

Interest Credited	
 	

    
	
 	

    

	

IV.	
 	

Bonus Credited (Premium & Interest)	
 	

    
	
 	

    

	

V.	
 	

Benefits	
 	

    
	
 	

    

	

VI.	
 	

Surrender Charges	
 	

    
	
 	

    

	

VII.	
 	

Index Credits	
 	

    
	
 	

    

	

VIII.	
 	

Ending Account Value

    (I + II + III + IV B V B VI + VII)	
 	

    
	
 	

    

	

IX.	
 	

Market Value of Embedded Derivative	
 	

    
	
 	

    

	

X.	
 	

Host	
 	

    
	
 	

    

	

XI.	
 	

Fixed Interest Account Value	
 	

    
	
 	

 
	

XII.	
 	

Ending FAS 133 Value (IX + X + XI)	
 	

    
	
 	

 
	

XIII.	
 	

Liability Difference YTD (XII - VIII)	
 	

    
	
 	

 
	

XIV.	
 	

Asset Difference YTD	
 	

    
	
 	

 
	

XV.	
 	

Ending Policy Count	
 	

    
	
 	

    

	

XVI.	
 	

Total Interest (III + VII)	
 	

    
	
 	

    

	

XVII.	
 	

Annualized Interest Rate	
 	

    
	
 	

    





15









QuickLinks



Exhibit 10.10-A


COINSURANCE AGREEMENT

ARTICLE I Definitions

ARTICLE II Coverage

ARTICLE III General Provisions

ARTICLE IV Payments to the Reinsurer

ARTICLE V Payments to the Company

ARTICLE VI Reserves

ARTICLE VII Account Payable/Receivable

ARTICLE VIII Credited Rates/Non-Guaranteed Elements

ARTICLE IX Administration

ARTICLE X Accounting and Settlement


ARTICLE XI Term and Termination

ARTICLE XII Payments Upon Termination of Agreement

ARTICLE XIII Insolvency

ARTICLE XIV Dispute Resolution

ARTICLE XV DAC Tax

ARTICLE XVI Miscellaneous Provisions



SCHEDULE A CONTRACTS AND RISKS REINSURED

SCHEDULE B MONTHLY ACCOUNTING REPORT

SCHEDULE C COMMISSION AND EXPENSE ALLOWANCES FOR REINSURED POLICIES

SCHEDULE D GAAP ACCOUNTING REPORT