Exhibit 10.16  


FIRST AMENDMENT TO

AMENDED AND RESTATED CREDIT AGREEMENT  


        THIS FIRST AMENDMENT (this "Amendment"), dated as of August 14, 2003, amends and modifies a certain Amended and Restated Credit Agreement, dated as of
December 30, 2002 (the "Credit Agreement"), among AMERICAN EQUITY INVESTMENT LIFE HOLDING COMPANY, an Iowa corporation (the "Borrower"), the banks named therein (the "Banks"), the Banks named
therein, WEST DES MOINES STATE BANK, an Iowa state bank, as Co-Agent (in such capacity, the "Co-Agent"), FLEET NATIONAL BANK, a national banking association, as Documentation
Agent (in such capacity, the "Documentation Agent") and U.S. BANK NATIONAL ASSOCIATION, a national banking association, as agent for the Banks (in such capacity, the "Agent"). Terms not otherwise
expressly defined herein shall have the meanings set forth in the Credit Agreement. 



        FOR
VALUE RECEIVED, the Borrower, the Banks and the Agent agree that the Credit Agreement is amended as follows: 


ARTICLE I—AMENDMENTS TO THE CREDIT AGREEMENT  


        1.1    Reinsurance.    Section 9.13(a)(i) is amended to read as follows: 




"(i) those
treaties existing on the date of this Agreement and described on Schedule 9.13 hereto, and that treaty described on  Schedule 9.13 to the First
Amendment hereof," 





        1.2    Event of Default.    Section 10.1(m) is amended to read as follows: 




"(m)
the financial strength rating of AEILIC by A. M. Best or by Standard & Poor's is reduced to less than "B++', in the case of A.M. Best, or to less than "BBB+', in the case of
Standard & Poor's, and 30 days elapse following such reduction." 





        1.3    Construction.    All references in the Credit Agreement to "this Agreement", "herein" and similar references
shall be deemed to refer to the Credit Agreement as amended by this Amendment. 


ARTICLE II—REPRESENTATIONS AND WARRANTIES  


        To induce the Agent and the Banks to enter into this Amendment and to make and maintain the Loans under the Credit Agreement as amended hereby, the Borrower
hereby warrants and represents to the Agent and the Banks that it is duly authorized to execute and deliver this Amendment, and to perform its obligations under the Credit Agreement as amended hereby,
and that this Amendment constitutes the legal, valid and binding obligation of the Borrower, enforceable in accordance with its terms. 


ARTICLE III—CONDITIONS  


        This Amendment shall become effective on the date first set forth above, provided, however, that the effectiveness of this Amendment is subject to the
satisfaction of each of the following conditions precedent: 


        3.1    Warranties.    After giving effect to this Amendment, the representations and warranties in  Article VII of the Credit
Agreement shall be true and correct as though made on the date hereof, except for changes that are permitted by the
terms of the Credit Agreement. The execution by the Borrower of this Amendment shall be deemed a representation that the Borrower has complied with the foregoing condition. 


        3.2    Defaults.    After giving effect to this Amendment, no Default and no Event of Default shall have occurred and
be continuing under the Credit Agreement. The execution by the Borrower of this Amendment shall be deemed a representation that the Borrower has complied with the foregoing condition. 






 



        3.3    Execution.    


        (a)   The
Borrower, the Agent and the Banks shall have executed and delivered this Amendment; and 


        (b)   AEISC
and AEILIC shall have executed and delivered the Acknowledgements attached hereto. 


ARTICLE IV—GENERAL  



        4.1    Expenses.    The Borrower agrees to reimburse the Agent upon demand for all reasonable expenses (including
reasonable attorneys' fees and legal expenses) incurred by this Agent in the preparation, negotiation and execution of this Amendment and any other document required to be furnished herewith, and in
enforcing the obligations of the Borrower hereunder, and to pay and save the Agent harmless from all liability for, any stamp or other taxes which may be payable with respect to the execution or
delivery of this Amendment, which obligations of the Borrower shall survive any termination of the Credit Agreement. 



        4.2    Counterparts.    This Amendment may be executed in as many counterparts as may be deemed necessary or
convenient, and by the different parties hereto on separate counterparts, each of which, when so executed, shall be deemed an original but all such counterparts shall constitute but one and the same
instrument. 


        4.3    Severability.    Any provision of this Amendment which is prohibited or unenforceable in any jurisdiction
shall, as to such jurisdiction, be ineffective to the extent of such prohibition or unenforceability without invalidating the remaining portions hereof or affecting the validity or enforceability of
such provisions in any other jurisdiction. 


        4.4    Law.    This Amendment shall be a contract made under the laws of the State of Minnesota, which laws shall
govern all the rights and duties hereunder. 


        4.5    Successors; Enforceability.    This Amendment shall be binding upon the Borrower, the Banks, the Agents and
their respective successors and assigns, and shall inure to the benefit of the Borrower, the Agents, the Banks and the successors and assigns of the Banks and the Agents. Except as hereby amended, the
Credit Agreement shall remain in full force and effect and is hereby ratified and confirmed in all respects. 


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        IN
WITNESS WHEREOF, the parties hereto have caused this Amendment to be executed at Minneapolis, Minnesota by their respective officers thereunto duly authorized as of the date first
written above. 



	

 	
 	

AMERICAN EQUITY INVESTMENT LIFE HOLDING COMPANY
	

 	
 	

By:	

/s/  DAVID J. NOBLE      

	

 	
 	

Title:	

 
	 	 	 	

	

 	
 	

U.S. BANK NATIONAL ASSOCIATION, as Agent and as a Bank
	

 	
 	

By:	

 
	 	 	 	

	

 	
 	

Title:	

 
	 	 	 	

	

 	
 	

WEST DES MOINES STATE BANK, as Co-Agent and as a Bank
	

 	
 	

By:	

 
	 	 	 	

	

 	
 	

Title:	

 
	 	 	 	

	

 	
 	

FLEET NATIONAL BANK, as Documentation Agent and as a Bank
	

 	
 	

By:	

 
	 	 	 	

	

 	
 	

Title:	

 
	 	 	 	





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ACKNOWLEDGMENT  


        The undersigned has entered into a Third Amended and Restated Security Agreement, dated as of April 6, 2000 (the "Security Agreement") in favor of U.S.
Bank National Association, as Agent for the Banks securing the "Obligations" as defined in the Credit Agreement (defined in the foregoing Amendment). The undersigned hereby acknowledges that the
"Obligations" include the obligations of the Borrower under the Credit Agreement as amended by the foregoing Amendment. The undersigned hereby confirms that the Security Agreement remains in full
force and effect, enforceable against the undersigned in accordance with its terms. 



	 	 	AMERICAN EQUITY INVESTMENT SERVICE COMPANY
	

 	
 	

By:	

/s/  DAVID J. NOBLE      

	

 	
 	

Title:	

 
	 	 	 	





ACKNOWLEDGMENT  


        The undersigned has entered into a Consent and Agreement to Security Agreement, dated as of April 6, 2000 (the "Consent") in favor of U.S. Bank National
Association, as Agent for the Banks. The undersigned hereby acknowledges that the "Obligations" specified in the Consent include the obligations of the Borrower under the Credit Agreement as amended
by the foregoing Amendment. The undersigned hereby confirms that the Consent remains in full force and effect, enforceable against the undersigned in accordance with its terms. 



	

 	
 	

AMERICAN EQUITY INVESTMENT LIFE INSURANCE COMPANY
	

 	
 	

By:	

/s/  DEBRA J. RICHARDSON      

	

 	
 	

Title:	

Sr. V.P. & Secty.





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Schedule 9.13

to

First Amendment  


        1.     Coinsurance
and Yearly Renewable Term Reinsurance between: HANNOVER LIFE REASSURANCE COMPANY OF AMERICA and AMERICAN EQUITY INVESTMENT LIFE INSURANCE COMPANY. 


Effective
Date: August 14, 2003. 


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