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Exhibit 4.11  


[FACE OF CERTIFICATE] 



	NUMBER	 	SHARES





AE



[LOGO] 


 
 

AMERICAN EQUITY INVESTMENT
  LIFE HOLDING COMPANY
  INCORPORATED UNDER THE LAWS OF THE STATE OF IOWA    




	THIS CERTIFICATE IS TRANSFERABLE IN

CANTON, MA, JERSEY CITY, NY OR

NEW YORK, NY	 	CUSIP 025676 20 6

SEE REVERSE FOR CERTAIN DEFINITIONS





THIS
CERTIFIES that 


is
the owner of 


FULLY
PAID AND NONASSESSABLE SHARES OF COMMON STOCK $1.00 PAR VALUE PER SHARE OF 


AMERICAN EQUITY INVESTMENT LIFE HOLDING COMPANY  


The shares represented by this certificate are transferable only on the stock transfer books of the corporation by the holder of record hereof, or by his duly
authorized attorney or legal representative, upon the surrender of this certificate properly endorsed. This certificate and the shares represented hereby are issued and shall be held subject to all
the provisions of the Certificate of Incorporation of the corporation and any amendments thereto (copies of which are on file with the Transfer Agent), to all of which provisions the holder by
acceptance hereof, assents. This certificate is not valid until countersigned and registered by the Transfer Agent and Registrar. 


        IN
WITNESS WHEREOF, AMERICAN EQUITY INVESTMENT LIFE HOLDING COMPANY has caused this certificate to be executed by the facsimile signatures of its duly authorized officers and has caused
a facsimile of its corporate seal to be hereunto affixed. 


                                Dated: 



	[CORPORATE SEAL]	 	/s/  D.J. NOBLE    

PRESIDENT	 	/s/  DEBRA J. RICHARDSON    

SECRETARY





COUNTERSIGNED
AND REGISTERED:

          EQUISERVE TRUST COMPANY, N.A.

                                         
         TRANSFER AGENT

                                         
         AND REGISTRAR 



BY 


AUTHORIZED
SIGNATURE 





[REVERSE OF CERTIFICATE] 


        The
following abbreviations, when used in the inscription on the face of this certificate, shall be construed as though they were written out in full according to applicable laws or
regulations: 



	TEN COM	 	-	as tenants in common	UNIF GIFT MIN ACT-	____Custodian______
	TEN ENT	 	-	as tenants by the entireties	 	(Cust)                 (Minor)
	JT TEN	 	-	as joint tenants with right of	 	under Uniform Gifts to Minors
	 	 	 	survivorship and not as tenants	 	Act _________
	 	 	 	in common	 	      (State)





Additional abbreviations may also be used though not in the above list. 


For
Value Received, _________________ hereby sell, assign and transfer unto 



PLEASE
INSERT SOCIAL SECURITY OR OTHER

IDENTIFYING NUMBER OF ASSIGNEE 






PLEASE
PRINT OR TYPEWRITE NAME AND ADDRESS INCLUDING ZIP OR POSTAL CODE OF ASSIGNEE) 








	

	

shares





of
the common stock represented by the within certificate and do hereby irrevocably constitute and appoint 



	
	Attorney





to
transfer the said stock on the books of the within-named corporation with full power of substitution in the premises. 



	Dated ___________________________________	 





	

 	

 
	

	NOTICE:	THE SIGNATURE TO THIS ASSIGNMENT MUST CORRESPOND WITH THE NAME AS WRITTEN UPON THE FACE OF THE CERTIFICATE IN EVERY PARTICULAR WITHOUT ALTERATION OR ENLARGEMENT OR ANY CHANGE WHATEVER.





	

 	

 
	SIGNATURE GUARANTEED:	

	 	THE SIGNATURE(S) SHOULD BE GUARANTEED BY AN ELIGIBLE GUARANTOR INSTITUTION (BANKS, STOCKBROKERS, SAVINGS AND LOAN ASSOCIATIONS AND CREDIT UNIONS WITH MEMBERSHIP IN AN APPROVED SIGNATURE GUARANTEE MEDALLION PROGRAM),
PURSUANT TO S.E.C. RULE 17Ad-15.











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AMERICAN EQUITY INVESTMENT LIFE HOLDING COMPANY INCORPORATED UNDER THE LAWS OF THE STATE OF IOWA