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                                TABLE OF CONTENTS

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ARTICLE I

         INTERPRETATION AND DEFINITIONS.............................................................2
              Section 1.1   DEFINITIONS.............................................................2

ARTICLE II

         TRUST INDENTURE ACT........................................................................9
              Section 2.1   TRUST INDENTURE ACT; APPLICATION........................................9
              Section 2.2   LISTS OF HOLDERS OF SECURITIES..........................................9
              Section 2.3   REPORTS BY THE PROPERTY TRUSTEE........................................10
              Section 2.4   PERIODIC REPORTS TO PROPERTY TRUSTEE...................................10
              Section 2.5   EVIDENCE OF COMPLIANCE WITH CONDITIONS PRECEDENT.......................10
              Section 2.6   DECLARATION EVENTS OF DEFAULT; WAIVER..................................10
              Section 2.7   EVENT OF DEFAULT; NOTICE...............................................13

ARTICLE III

         ORGANIZATION..............................................................................13
              Section 3.1   NAME...................................................................13
              Section 3.2   OFFICE.................................................................13
              Section 3.3   PURPOSE................................................................14
              Section 3.4   AUTHORITY..............................................................14
              Section 3.5   TITLE TO PROPERTY OF THE TRUST.........................................15
              Section 3.6   POWERS AND DUTIES OF THE ADMINISTRATIVE TRUSTEES.......................15
              Section 3.7   PROHIBITION OF ACTIONS BY THE TRUST AND THE TRUSTEES...................18
              Section 3.8   POWERS AND DUTIES OF THE PROPERTY TRUSTEE..............................19
              Section 3.9   CERTAIN DUTIES AND RESPONSIBILITIES OF THE
                            PROPERTY TRUSTEE.......................................................21
              Section 3.10  CERTAIN RIGHTS OF PROPERTY TRUSTEE.....................................23
              Section 3.11  DELAWARE TRUSTEE.......................................................26
              Section 3.12  NOT RESPONSIBLE FOR RECITALS OR ISSUANCE OF
                            SECURITIES.............................................................26
              Section 3.13  DURATION OF TRUST......................................................26
              Section 3.14  MERGERS................................................................27

                                        i
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ARTICLE IV

         SPONSOR...................................................................................29
              Section 4.1   SPONSOR'S PURCHASE OF TRUST COMMON SECURITIES..........................29
              Section 4.2   RESPONSIBILITIES OF THE SPONSOR........................................29

ARTICLE V

         TRUSTEES..................................................................................30
              Section 5.1   NUMBER OF TRUSTEES.....................................................30
              Section 5.2   DELAWARE TRUSTEE.......................................................30
              Section 5.3   PROPERTY TRUSTEE; ELIGIBILITY..........................................30
              Section 5.4   QUALIFICATIONS OF ADMINISTRATIVE TRUSTEES AND
                            DELAWARE TRUSTEE GENERALLY.............................................32
              Section 5.5   ADMINISTRATIVE TRUSTEES; INITIAL TRUSTEES..............................32
              Section 5.6   APPOINTMENT, REMOVAL AND RESIGNATION OF TRUSTEES.......................33
              Section 5.7   VACANCIES AMONG TRUSTEES...............................................34
              Section 5.8   EFFECT OF VACANCIES....................................................35
              Section 5.9   MEETINGS...............................................................35
              Section 5.10  DELEGATION OF POWER....................................................35
              Section 5.11  MERGER, CONVERSION, CONSOLIDATION OR
                            SUCCESSION TO BUSINESS.................................................36

ARTICLE VI

         DISTRIBUTIONS.............................................................................36
              Section 6.1   DISTRIBUTIONS..........................................................36

ARTICLE VII

         ISSUANCE OF SECURITIES....................................................................37
              Section 7.1   GENERAL PROVISIONS REGARDING SECURITIES................................37
              Section 7.2   PAYING AGENT...........................................................38

ARTICLE VIII

         TERMINATION OF TRUST......................................................................39
              Section 8.1   TERMINATION OF TRUST...................................................39

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ARTICLE IX

         TRANSFER OF INTERESTS.....................................................................40
              Section 9.1   TRANSFER OF SECURITIES.................................................40
              Section 9.2   TRANSFER OF CERTIFICATES...............................................41
              Section 9.3   DEEMED SECURITY HOLDERS................................................42
              Section 9.4   BOOK ENTRY INTERESTS...................................................42
              Section 9.5   NOTICES TO CLEARING AGENCY.............................................43
              Section 9.6   APPOINTMENT OF SUCCESSOR CLEARING AGENCY...............................43
              Section 9.7   DEFINITIVE TRUST PREFERRED SECURITIES CERTIFICATES.....................43
              Section 9.8   MUTILATED, DESTROYED, LOST OR STOLEN CERTIFICATES......................45

LIMITATION OF LIABILITY OF
         HOLDERS OF SECURITIES, TRUSTEES OR OTHERS.................................................45
              Section 10.1  LIABILITY..............................................................45
              Section 10.2  EXCULPATION............................................................46
              Section 10.3  FIDUCIARY DUTY.........................................................46
              Section 10.4  INDEMNIFICATION........................................................47
              Section 10.5  OUTSIDE BUSINESSES.....................................................51

ARTICLE XI

         ACCOUNTING................................................................................52
              Section 11.1  FISCAL YEAR............................................................52
              Section 11.2  CERTAIN ACCOUNTING MATTERS.............................................52
              Section 11.3  BANKING................................................................53
              Section 11.4  WITHHOLDING............................................................53

         ARTICLE XII

         AMENDMENTS AND MEETINGS...................................................................54
              Section 12.1  AMENDMENTS.............................................................54
              Section 12.2  MEETINGS OF THE HOLDERS OF SECURITIES; ACTION
                            BY WRITTEN CONSENT.....................................................56

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ARTICLE XIII

         REPRESENTATIONS OF PROPERTY TRUSTEE
         AND DELAWARE TRUSTEE......................................................................58
              Section 13.1  REPRESENTATIONS AND WARRANTIES OF PROPERTY TRUSTEE.....................58
              Section 13.2  REPRESENTATIONS AND WARRANTIES OF DELAWARE TRUSTEE.....................59

ARTICLE XIV

         MISCELLANEOUS.............................................................................60
              Section 14.1  NOTICES................................................................60
              Section 14.2  GOVERNING LAW..........................................................61
              Section 14.3  INTENTION OF THE PARTIES...............................................61
              Section 14.4  HEADINGS...............................................................61
              Section 14.5  SUCCESSORS AND ASSIGNS.................................................62
              Section 14.6  PARTIAL ENFORCEABILITY.................................................62
              Section 14.7  COUNTERPARTS...........................................................62

ANNEXES AND EXHIBITS

ANNEX I           TERMS OF [-]% TRUST PREFERRED SECURITIES  AND
                  [-]% TRUST COMMON SECURITIES

EXHIBIT A-1 FORM OF TRUST PREFERRED SECURITIES CERTIFICATE

EXHIBIT A-2 FORM OF TRUST COMMON SECURITIES CERTIFICATE

EXHIBIT B         SPECIMEN OF DEBENTURE

EXHIBIT C         PURCHASE AGREEMENT
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                                       iv
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                              AMENDED AND RESTATED
                              DECLARATION OF TRUST
                                       OF
                       AMERICAN EQUITY CAPITAL TRUST III

         AMENDED AND RESTATED DECLARATION OF TRUST ("Declaration"),
dated and effective as of [-], by the undersigned trustees (together with all
other Persons from time to time duly appointed and serving as trustees in
accordance with the provisions of this Declaration, the "Trustees"), American
Equity Investment Life Holding Company, an Iowa corporation, as trust sponsor
(the "Sponsor"), and by the holders, from time to time, of undivided beneficial
interests in the Trust issued pursuant to this Declaration.

         WHEREAS, the Trustees and the Sponsor established American Equity
Capital Trust III (the "Trust"), a trust under the Business Trust Act (as
defined herein) pursuant to a Declaration of Trust dated as of November 6, 2001
(the "Original Declaration") and a Certificate of Trust filed with the Secretary
of State of the State of Delaware on November 6, 2001, for the sole purpose of
issuing and selling certain securities representing undivided beneficial
interests in the assets of the Trust and investing the proceeds thereof in
certain Debentures (as defined herein) of the Debenture Issuer (as defined
herein);

         WHEREAS, as of the date hereof, no interests in the Trust have been
issued; and

         WHEREAS, all of the Trustees and the Sponsor, by this Declaration,
amend and restate each and every term and provision of the Original Declaration.

         NOW, THEREFORE, it being the intention of the parties hereto to
continue the Trust as a business trust under the Business Trust Act and that
this Declaration constitutes the governing instrument of such business trust,
the Trustees declare that all assets contributed to the Trust will be held in
trust for the benefit of the holders, from time to time, of the securities
representing undivided beneficial interests in the assets of the Trust issued
hereunder, subject to the provisions of this Declaration.

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                                    ARTICLE I

                         INTERPRETATION AND DEFINITIONS

         Section 1.1   DEFINITIONS.

         Unless the context otherwise requires:

               (a)  capitalized terms used in this Declaration but not defined
in the preamble above have the respective meanings assigned to them in this
Section 1.1;

               (b)  a term defined anywhere in this Declaration has the same
meaning throughout;

               (c)  all references to "the Declaration" or "this Declaration"
are to this Declaration as modified, supplemented or amended from time to time;

               (d)  all references in this Declaration to Articles and Sections
and Annexes and Exhibits are to Articles and Sections and Annexes and Exhibits
to this Declaration unless otherwise specified;

               (e)  a term defined in the Trust Indenture Act has the same
meaning when used in this Declaration unless otherwise defined in this
Declaration or unless the context otherwise requires; and

               (f)  a reference to the singular includes the plural and vice
versa.

         "Additional Interest" means, if the Trust is required to pay any taxes,
duties, assessments or governmental charges of whatever nature (other than
withholding taxes) imposed by the United States or any other taxing authority,
such amounts as shall be required so that the net amounts received and retained
by the Trust after paying such taxes, duties, assessments and governmental
charges will not be less than the amounts the Trust would have received had no
such taxes, duties, assessments or governmental charges been imposed.

         "Administrative Trustee" means each Person appointed in accordance with
Article V solely in such Person's capacity as Administrative Trustee of the
Trust and not in such Person's individual capacity, or any successor
Administrative Trustee appointed as herein provided.

                                        2
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         "Affiliate" has the same meaning as given to that term in Rule 405 of
the Securities Act or any successor rule thereunder.

         "Authorized Officer" of a Person means any Person that is authorized to
bind such Person.

         "Book Entry Interest" means a beneficial interest in a Global
Certificate, ownership and transfers of which shall be maintained and made
through book entries by a Clearing Agency as described in Section 9.4.

         "Business Day" means any day other than a Saturday, Sunday or day on
which banking institutions in West Des Moines, Iowa or in Wilmington, Delaware
are authorized or required by law to close.

         "Business Trust Act" means Chapter 38 of Title 12 of the Delaware Code,
12 Del. Code Section 3801 et seq., as it may be amended from time to time, or
any successor legislation.

         "Certificate" means a Trust Common Securities Certificate or a Trust
Preferred Securities Certificate.

         "Clearing Agency" means an organization registered as a "Clearing
Agency" pursuant to Section 17A of the Exchange Act that is acting as depositary
for the Trust Preferred Securities and in whose name or in the name of a nominee
of that organization shall be registered a Global Certificate and which shall
undertake to effect book entry transfers and pledges of the Trust Preferred
Securities.

         "Clearing Agency Participant" means a broker, dealer, bank, other
financial institution or other Person for whom from time to time the Clearing
Agency effects book entry transfers and pledges of securities deposited with the
Clearing Agency.

         "Closing Date" means [-] and each other date upon which Securities are
issued pursuant to and in accordance with the terms of this Declaration.

         "Code" means the Internal Revenue Code of 1986, as amended from time to
time, or any successor legislation.

         "Commission" means the Securities and Exchange Commission.

         "Company Indemnified Person" means (a) any Administrative Trustee; (b)
any Affiliate of any Administrative Trustee; (c) any officers, directors,
shareholders, members, partners, employees, representatives or agents of any
Administrative Trustee; or (d) any officer, employee or agent of the Trust or
its Affiliates.

                                        3
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         "Compounded Interest" means interest compounded quarterly at the rate
specified for the Debentures to the extent permitted by applicable law upon
interest accrued and unpaid (including Additional Interest) at the end of each
Extension Period.

         "Covered Person" means (a) any officer, director, shareholder, partner,
member, representative, employee or agent of (i) the Trust or (ii) the Trust's
Affiliates; and (b) any Holder of Securities.

         "Debenture Issuer" means the Sponsor in its capacity as issuer of the
Debentures.

         "Debentures" means the series of [-]% Junior Subordinated Debentures to
be issued by the Debenture Issuer under the Indenture to be held by the Property
Trustee, a specimen certificate for such series of Debentures being Exhibit B
hereto.

         "Declaration Event of Default" means, with respect to the Securities,
that an Indenture Event of Default has occurred and is continuing with respect
to the Debentures.

         "Definitive Trust Preferred Securities Certificates" has the meaning
set forth in Section 9.4.

         "Delaware Trustee" has the meaning set forth in Section 5.2.

         "Distribution" means a distribution payable to Holders of Securities in
accordance with Section 6.1.

         "DTC" means the Depository Trust Company, the initial Clearing Agency.

         "Exchange Act" means the Securities Exchange Act of 1934, as amended
from time to time, or any successor legislation.

         "Fiduciary Indemnified Person" has the meaning set forth in Section
10.4(b).

         "Fiscal Year" has the meaning set forth in Section 11.1.

         "Global Certificate" has the meaning set forth in Section 9.4.

                                        4
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         "Holder" means a Person in whose name a Certificate representing a
Security is registered, such Person being a beneficial owner within the meaning
of the Business Trust Act.

         "Indemnified Person" means a Company Indemnified Person or a Fiduciary
Indemnified Person.

         "Indenture" means the Indenture, dated as of [-], between the Debenture
Issuer and the Indenture Trustee, and any indenture supplemental thereto
pursuant to which the Debentures are to be issued.

         "Indenture Trustee" means First Union Trust Company, National
Association, as trustee under the Indenture until a successor is appointed
thereunder, and thereafter means such successor trustee.

         "Indenture Event of Default" means an "Indenture Event of Default" as
defined in the Indenture.

         "Investment Company" means an investment company as defined in the
Investment Company Act.

         "Investment Company Act" means the Investment Company Act of 1940, as
amended from time to time, or any successor legislation.

         "Investment Company Event" has the meaning set forth in the terms of
the Securities as set forth in Annex I hereto.

         "Legal Action" has the meaning set forth in Section 3.6(g).

         "Majority in liquidation amount of the Securities" means, except as
provided in the terms of the Trust Preferred Securities or by the Trust
Indenture Act, Holder(s) of outstanding Securities voting together as a single
class or, as the context may require, Holders of outstanding Trust Preferred
Securities or Holders of outstanding Trust Common Securities voting separately
as a class, who are the record owners of more than 50% of the aggregate
liquidation amount (including the stated amount that would be paid on
redemption, liquidation or otherwise, plus accrued and unpaid Distributions to
the date upon which the voting percentages are determined) of all outstanding
Securities of the relevant class.

         "Ministerial Action" has the meaning set forth in the terms of the
Securities as set forth in Annex I hereto.

                                        5
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         "No Recognition Opinion" has the meaning set forth in the terms of the
Securities as set forth in Annex I hereto.

         "Officers' Certificate" means, with respect to any Person, a
certificate signed by two Authorized Officers of such Person. Any Officers'
Certificate delivered with respect to compliance with a condition or covenant
provided for in this Declaration shall include:

                    (i)   a statement that each officer signing the Certificate
         has read the covenant or condition and the definitions relating
         thereto;

                    (ii)  a brief statement of the nature and scope of the
         examination or investigation undertaken by each officer in rendering
         the Certificate;

                    (iii) a statement that each such officer has made such
         examination or investigation as, in such officer's opinion, is
         necessary to enable such officer to express an informed opinion as to
         whether or not such covenant or condition has been complied with; and

                    (iv)  a statement as to whether, in the opinion of each such
         officer, such condition or covenant has been complied with.

         "Paying Agent" has the meaning specified in Section 7.2.

         "Person" means a legal person, including any individual, corporation,
estate, partnership, joint venture, association, joint stock company, limited
liability company, trust, unincorporated association, or government or any
agency or political subdivision thereof, or any other entity of whatever nature.

         "Property Trustee" means the Trustee meeting the eligibility
requirements set forth in Section 5.3.

         "Property Trustee Account" has the meaning set forth in Section 3.8(c).

         "Purchase Agreement" means the Purchase Agreement for the offering and
sale of Trust Preferred Securities in the form of Exhibit C hereto.

         "Quorum" means a majority of the Administrative Trustees or, if there
are only two Administrative Trustees, both of them.

                                        6
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         "Related Party" means, with respect to the Sponsor, any direct or
indirect wholly owned subsidiary of the Sponsor or any other Person that owns,
directly or indirectly, 100% of the outstanding voting securities of the
Sponsor.

         "Responsible Officer" means, with respect to the Property Trustee, any
vice- president, any assistant vice-president, the treasurer, any assistant
treasurer, any trust officer or assistant trust officer or any other officer in
the Corporate Trust Department of the Property Trustee customarily performing
functions similar to those performed by any of the above designated officers and
also means, with respect to a particular corporate trust matter, any other
officer to whom such matter is referred because of that officer's knowledge of
and familiarity with the particular subject.

         "Rule 3a-5" means Rule 3a-5 under the Investment Company Act.

         "Securities" means the Trust Common Securities and the Trust Preferred
Securities.

         "Securities Act" means the Securities Act of 1933, as amended from time
to time or any successor legislation.

         "Special Event" has the meaning set forth in Annex I hereto.

         "Sponsor" means American Equity Investment Life Holding Company, an
Iowa corporation, or any successor entity in a merger, consolidation or
amalgamation, in its capacity as sponsor of the Trust.

         "Super Majority" has the meaning set forth in Section 2.6(a)(ii).

         "Tax Event" has the meaning set forth in Annex I hereto.

         "10% in liquidation amount of the Securities" means, except as provided
in the terms of the Trust Preferred Securities or by the Trust Indenture Act,
Holders of outstanding Securities voting together as a single class or, as the
context may require, Holders of outstanding Trust Preferred Securities or
Holders of outstanding Trust Common Securities, voting separately as a class,
who are the record owners of 10% or more of the aggregate liquidation amount
(including the stated amount that would be paid on redemption, liquidation or
otherwise, plus accrued and unpaid Distributions to the date upon which the
voting percentages are determined) of all outstanding Securities of the relevant
class.

         "Terms" has the meaning set forth in Section 7.1(a).

                                        7
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         "Treasury Regulations" means the income tax regulations, including
temporary and proposed regulations, promulgated under the Code by the United
States Treasury, as such regulations may be amended from time to time (including
corresponding provisions of succeeding regulations).

         "Trust Common Securities" has the meaning specified in Section 7.1(a).

         "Trust Common Securities Guarantee" means the guarantee agreement,
dated as of [-], of the Sponsor with respect to the Trust Common Securities.

         "Trust Common Securities Certificate" means a definitive certificate in
fully registered form representing a Trust Common Security substantially in the
form of Exhibit A-2 hereto.

         "Trust Preferred Securities" has the meaning specified in Section
7.1(a).

         "Trust Preferred Securities Guarantee" means the guarantee agreement,
dated as of [-], of the Sponsor with respect to the Trust Preferred Securities.

         "Trust Preferred Securities Beneficial Owner" means, with respect to a
Book Entry Interest, a Person who is the beneficial owner of such Book Entry
Interest, as reflected on the books of the Clearing Agency, or on the books of a
Person maintaining an account with such Clearing Agency (directly as a Clearing
Agency Participant or as an indirect participant, in each case in accordance
with the rules of such Clearing Agency).

         "Trust Preferred Securities Certificate" means a certificate
representing a Trust Preferred Security substantially in the form of Exhibit A-1
hereto.

         "Trustee" or "Trustees" means each Person who has signed this
Declaration as a trustee, so long as such Person shall continue in office in
accordance with the terms hereof, and all other Persons who may from time to
time be duly appointed, qualified and serving as Trustees in accordance with the
provisions hereof, and references herein to a Trustee or the Trustees shall
refer to such Person or Persons solely in their capacity as trustees hereunder.

         "Trust Indenture Act" means the Trust Indenture Act of 1939, as amended
from time to time, or any successor legislation.

                                        8
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                                   ARTICLE II

                               TRUST INDENTURE ACT

         Section 2.1   TRUST INDENTURE ACT; APPLICATION.


               (a)  Certain provisions of the Trust Indenture Act are
incorporated by reference in and made part of this Declaration and this
Declaration shall, to the extent applicable, be governed by such provisions.

               (b)  The Property Trustee shall be the only Trustee which is a
"trustee" for the purposes of the provisions of the Trust Indenture Act
incorporated by reference herein.

               (c)  If and to the extent that any provision of this Declaration
limits, qualifies or conflicts with the duties imposed by any provisions of
Sections 310 to 317, inclusive, of the Trust Indenture Act, such imposed duties
shall control.

               (d)  The application of the provisions of the Trust Indenture Act
referred to above to this Declaration shall not affect the nature of the
Securities as equity securities representing undivided beneficial interests in
the assets of the Trust.

         Section 2.2   LISTS OF HOLDERS OF SECURITIES.

               (a)  Each of the Sponsor and the Administrative Trustees on
behalf of the Trust shall provide the Property Trustee (i) within 14 days after
each record date for payment of Distributions, a list, in such form as the
Property Trustee may reasonably require, of the names and addresses of the
Holders of the Securities ("List of Holders") as of such record date, provided
that neither the Sponsor nor the Administrative Trustees on behalf of the Trust
shall be obligated to provide such List of Holders at any time the List of
Holders does not differ from the most recent List of Holders given to the
Property Trustee by the Sponsor and the Administrative Trustees on behalf of the
Trust, and (ii) at any other time, within 30 days of receipt by the Trust of a
written request for a List of Holders as of a date no more than 14 days before
such List of Holders is given to the Property Trustee. The Property Trustee
shall preserve, in as current a form as is reasonably practicable, all
information contained in Lists of Holders given to it or which it receives in
the capacity as Paying Agent (if acting in such capacity) provided that the
Property Trustee may destroy any List of Holders previously given to it on
receipt of a new List of Holders.

                                        9
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               (b)  The Property Trustee shall comply with its obligations under
Sections 311(a), 311(b) and 312(b) of the Trust Indenture Act.

         Section 2.3   REPORTS BY THE PROPERTY TRUSTEE. Within 60 days after
December 31of each year, commencing December 31, [-], the Property Trustee shall
provide to the Holders of the Trust Preferred Securities such reports as are
required by Section 313 of the Trust Indenture Act, if any, in the form and in
the manner provided by Section 313 of the Trust Indenture Act. The Property
Trustee shall also comply with the requirements of Section 313(d) of the Trust
Indenture Act.

         Section 2.4   PERIODIC REPORTS TO PROPERTY TRUSTEE. Each of the Sponsor
and the Administrative Trustees on behalf of the Trust shall provide to the
Property Trustee such documents, reports and information as required by Section
314 of the Trust Indenture Act (if any) and the compliance certificate required
by Section 314 of the Trust Indenture Act in the form, in the manner and at the
times required by Section 314 of the Trust Indenture Act.

         Section 2.5   EVIDENCE OF COMPLIANCE WITH CONDITIONS PRECEDENT. Each of
the Sponsor and the Administrative Trustees on behalf of the Trust shall provide
to the Property Trustee such evidence of compliance with any conditions
precedent, if any, provided for in this Declaration that relate to any of the
matters set forth in Section 314(c) of the Trust Indenture Act. Any certificate
or opinion required to be given by an officer pursuant to Section 314(c)(1) may
be given in the form of an Officers' Certificate.

         Section 2.6   DECLARATION EVENTS OF DEFAULT; WAIVER.

               (a)  Subject to Section 2.6(c), the Holders of a Majority in
liquidation amount of Trust Preferred Securities may, by vote, on behalf of the
Holders of all of the Trust Preferred Securities, waive any past Declaration
Event of Default in respect of the Trust Preferred Securities and its
consequences, provided that, if the underlying Indenture Event of Default:

                    (i)    is not waivable under the Indenture, the Declaration
         Event of Default shall also not be waivable;

                    (ii)   requires the consent or vote of greater than a
         majority in principal amount of the holders of the Debentures (a "Super
         Majority") to be waived under the Indenture, the Declaration Event of
         Default may only be waived by the vote of the Holders of at least the
         proportion in liquidation amount of the Trust Preferred Securities that
         the relevant Super Majority represents of the aggregate principal
         amount of the Debentures outstanding; or

                                       10
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                    (iii)  requires the consent or vote of each holder of
         Debentures to be waived under the Indenture, the Declaration Event of
         Default may only be waived by the vote of each Holder of Trust
         Preferred Securities.

         The foregoing provisions of this Section 2.6(a) shall be in lieu of
Section. 316(a)(1)(B) of the Trust Indenture Act and such Section 316(a)(1)(B)
of the Trust Indenture Act is hereby expressly excluded from this Declaration
and the Securities, as permitted by the Trust Indenture Act. Upon such waiver,
any such default shall cease to exist, and any Declaration Event of Default with
respect to the Trust Preferred Securities arising therefrom shall be deemed to
have been cured, for every purpose of this Declaration, but no such waiver shall
extend to any subsequent or other default or a Declaration Event of Default with
respect to the Trust Preferred Securities or impair any right consequent
thereon. Any waiver by the Holders of the Trust Preferred Securities of a
Declaration Event of Default with respect to the Trust Preferred Securities
shall also be deemed to constitute a waiver by the Holders of the Trust Common
Securities of any such Declaration Event of Default with respect to the Trust
Common Securities for all purposes of this Declaration without any further act,
vote or consent of the Holders of the Trust Common Securities.

               (b)  Subject to Section 2.6(c), the Holders of a Majority in
liquidation amount of the Trust Common Securities may, by vote, on behalf of the
Holders of all of the Trust Common Securities, waive any past Declaration Event
of Default with respect to the Trust Common Securities and its consequences,
provided that, if the underlying Indenture Event of Default:

                    (i)    is not waivable under the Indenture, except where the
         Holders of the Trust Common Securities are deemed to have waived such
         Declaration Event of Default as provided below in this Section 2.6(b),
         the Declaration Event of Default shall also not be waivable; or

                                       11
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                    (ii)   requires the consent or vote of a Super Majority to
         be waived, except where the Holders of the Trust Common Securities are
         deemed to have waived such Declaration Event of Default as provided
         below in this Section 2.6(b), the Declaration Event of Default may only
         be waived by the vote of the Holders of at least the proportion in
         liquidation amount of the Trust Common Securities that the relevant
         Super Majority represents of the aggregate principal amount of the
         Debentures outstanding; provided further, that each Holder of Trust
         Common Securities will be deemed to have waived any such Declaration
         Event of Default and all Declaration Events of Default with respect to
         the Trust Common Securities and its consequences until all Declaration
         Events of Default with respect to the Trust Preferred Securities have
         been cured, waived or otherwise eliminated, and until such Declaration
         Events of Default have been so cured, waived or otherwise eliminated,
         the Property Trustee will be deemed to be acting solely on behalf of
         the Holders of the Trust Preferred Securities and only the Holders of
         the Trust Preferred Securities will have the right to direct the
         Property Trustee in accordance with the terms of the Securities. The
         foregoing provisions of this Section 2.6(b) shall be in lieu of
         Sections 316(a)(1)(A) and 316(a)(1)(B) of the Trust Indenture Act and
         such Sections 316(a)(1)(A) and 316(a)(1)(B) of the Trust Indenture Act
         are hereby expressly excluded from this Declaration and the Securities,
         as permitted by the Trust Indenture Act. Subject to the foregoing
         provisions of this Section 2.6(b), upon such waiver, any such default
         shall cease to exist and any Declara tion Event of Default with respect
         to the Trust Common Securities arising therefrom shall be deemed to
         have been cured for every purpose of this Declaration, but no such
         waiver shall extend to any subsequent or other default or Declaration
         Event of Default with respect to the Trust Common Securities or impair
         any right consequent thereon.

               (c)  The right of any Holder to receive payment of Distributions
in accordance with this Declaration and the terms of the Securities set forth in
Annex I hereto on or after the respective payment dates therefor, or to
institute suit for the enforcement of any such payment on or after such payment
dates, shall not be impaired without the consent of each such Holder.

               (d)  A waiver of an Indenture Event of Default by the Property
Trustee at the direction of the Holders of the Trust Preferred Securities,
constitutes a waiver of the corresponding Declaration Event of Default. The
foregoing provisions of this Section 2.6(c) shall be in lieu of Sections 316(a)
(1)(B) of the Trust Indenture Act and such ss. 316(a)(1)(B) of the Trust
Indenture Act is hereby expressly excluded from this Declaration and the
Securities, as permitted by the Trust Indenture Act.

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         Section 2.7   EVENT OF DEFAULT; NOTICE.

               (a)  The Property Trustee shall, within 90 days after the
occurrence of a Declaration Event of Default, transmit by mail, first class
postage prepaid, to the Holders of the Securities, notices of all defaults with
respect to the Securities actually known to a Responsible Officer of the
Property Trustee, unless such defaults have been cured before the giving of such
notice (the term "defaults" for the purposes of this Section 2.7(a) being hereby
defined to be an Indenture Event of Default, not including any periods of grace
provided for therein and irrespective of the giving of any notice provided
therein); provided that, except for a default in the payment of principal of (or
premium, if any) or interest on any of the Debentures or in the payment of any
sinking fund installment established for the Debentures, the Property Trustee
shall be protected in withholding such notice if and so long as the board of
directors, the executive committee, or a trust committee of directors and/or
Responsible Officers of the Property Trustee in good faith determines that the
withholding of such notice is in the interests of the Holders of the Securities.

               (b)  The Property Trustee shall not be deemed to have knowledge
of any default except:

                    (i)    a default under Sections 501(1) and 501(2) of the
         Indenture; or

                    (ii)   any default as to which the Property Trustee shall
         have received written notice or of which a Responsible Officer of the
         Property Trustee charged with the administration of the Declaration
         shall have actual knowledge.

                                   ARTICLE III

                                  ORGANIZATION

         Section 3.1   NAME. The Trust is named "American Equity Capital Trust
III," as such name may be modified from time to time by the Administrative
Trustees following written notice to the Holders of Securities. The Trust's
activities may be conducted under the name of the Trust or any other name deemed
advisable by the Administrative Trustees.

         Section 3.2   OFFICE. The address of the principal office of the Trust
is c/o American Equity Investment Life Holding Company, 5000 Westown Parkway,
Suite 440, West Des Moines, Iowa 50266, Attention: Chief Financial Officer. On
10 Business Days written notice to the Holders of Securities, the Administrative
Trustees may designate another principal office.

                                       13
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         Section 3.3   PURPOSE. The exclusive purposes and functions of the
Trust are (a) to issue and sell Securities and use the proceeds from such sale
to acquire the Debentures, and (b) except as otherwise limited herein, to engage
in only those other activities necessary or incidental thereto. The Trust shall
not borrow money, issue debt or reinvest proceeds derived from investments,
pledge any of its assets, or otherwise undertake (or permit to be undertaken)
any activity that would cause the Trust not to be classified for United States
federal income tax purposes as a grantor trust.

         Section 3.4   AUTHORITY.

               (a)  Subject to the limitations provided in this Declaration and
to the specific duties of the Property Trustee, the Administrative Trustees
shall have exclusive and complete authority to carry out the purposes of the
Trust. An action taken by the Administrative Trustees in accordance with their
powers shall constitute the act of and serve to bind the Trust and an action
taken by the Property Trustee on behalf of the Trust in accordance with its
powers shall constitute the act of and serve to bind the Trust. In dealing with
the Trustees acting on behalf of the Trust, no person shall be required to
inquire into the authority of the Trustees to bind the Trust. Persons dealing
with the Trust are entitled to rely conclusively on the power and authority of
the Trustees as set forth in this Declaration;

               (b)  except as expressly set forth in this Declaration and except
if a meeting of the Administrative Trustees is called with respect to any matter
over which the Administrative Trustees have power to act, any power of the
Administrative Trustees may be exercised by, or with the consent of, any one
such Administrative Trustee;

               (c)  unless otherwise determined by the Administrative Trustees,
and except as expressly set forth in this Declaration or as otherwise required
by the Business Trust Act or applicable law, any Administrative Trustee is
authorized to execute on behalf of the Trust any documents which the
Administrative Trustees have the power and authority to cause the Trust to
execute; provided, that the registration statement referred to in Section
3.6(b)(i), including any amendments thereto, shall be signed by all of the
Administrative Trustees; and

               (d)  an Administrative Trustee may, by power of attorney
consistent with applicable law, delegate to any other natural person over the
age of 21 his or her power for the purposes of signing any documents which the
Administrative Trustees have power and authority to cause the Trust to execute
pursuant to Section 3.6.

         Section 3.5   TITLE TO PROPERTY OF THE TRUST. Except as provided in
Section 3.8 with respect to the Debentures and the Property Trustee Account or
as otherwise provided in this Declaration, legal title to all assets of the
Trust shall be vested in the Trust. The Holders shall not have legal title to
any part of the assets of the Trust, but shall have an undivided beneficial
interest in the assets of the Trust.

                                       14
<Page>

         Section 3.6   POWERS AND DUTIES OF THE ADMINISTRATIVE TRUSTEES. The
Administrative Trustees shall have the exclusive power, duty and authority to
cause the Trust to engage in the following activities:

               (a)  to issue and sell the Trust Preferred Securities and the
Trust Common Securities in accordance with this Declaration; provided, however,
that the Trust may issue no more than one series of Trust Preferred Securities
and no more than one series of Trust Common Securities, and, provided, further,
that there shall be no interests in the Trust other than the Securities, and the
issuance of Securities shall be limited to the simultaneous issuance of both
Trust Common Securities (as specified in Section 4.1) and Trust Preferred
Securities on the Closing Date;

               (b)  in connection with the issue and sale of the Trust Preferred
Securities, at the direction of the Sponsor, to:

                    (i)    execute and file with the Commission the registration
         statement on Form S-1 prepared by the Sponsor, including any amendments
         thereto, pertaining to, among other securities, the Trust Preferred
         Securities;

                    (ii)   execute and file any documents prepared by the
         Sponsor, or take any acts as determined by the Sponsor to be necessary,
         appropriate, convenient or advisable in order to qualify or register
         all or part of the Trust Preferred Securities in any State in which the
         Sponsor has determined to qualify or register such Trust Preferred
         Securities for sale;

                    (iii)  execute and file an application, prepared by the
         Sponsor, to the New York Stock Exchange, the Nasdaq National Market or
         any other national stock exchange for listing or quotation upon notice
         of issuance of any Trust Preferred Securities;

                    (iv)   execute and file with the Commission a registration
         statement on Form 8-A, including any amendments thereto, prepared by
         the Sponsor, relating to the registration of the Trust Preferred
         Securities under Section 12(b) of the Exchange Act;

                    (v)    execute and enter into the Purchase Agreement
         providing for the sale of the Trust Preferred Securities; and

                                       15
<Page>

                    (vi)  execute and enter into other related agreements in
         connection with the sale of the Trust Preferred Securities.

               (c)  to acquire the Debentures with the proceeds of the sale of
the Trust Preferred Securities and the Trust Common Securities; provided,
however, that the Administrative Trustees shall cause legal title to the
Debentures to be held of record in the name of the Property Trustee for the
benefit of the Holders of the Trust Preferred Securities and the Holders of the
Trust Common Securities;

               (d)  to give the Sponsor and the Property Trustee prompt written
notice of the occurrence of a Special Event; provided that the Administrative
Trustees shall consult with the Sponsor and the Property Trustee before taking
or refraining from taking any Ministerial Action in relation to a Special Event;

               (e)  to establish a record date with respect to all actions to be
taken hereunder that require a record date be established, including and with
respect to, for the purposes of Section 316(c) of the Trust Indenture Act,
Distributions, voting rights, redemptions and exchanges, and to issue relevant
notices to the Holders of the Trust Preferred Securities and the Holders of the
Trust Common Securities as to such actions and applicable record dates;

               (f)  to take all actions and perform such duties as may be
required of the Administrative Trustees pursuant to the terms of the Securities
set forth in Annex I hereto;

               (g)  to bring or defend, pay, collect, compromise, arbitrate,
resort to legal action, or otherwise adjust claims or demands of or against the
Trust ("Legal Action"), unless, pursuant to Section 3.8(e), the Property Trustee
has the exclusive power to bring such Legal Action;

               (h)  to employ or otherwise engage employees and agents (who may
be designated as officers with titles) and managers, contractors, advisors, and
consultants and pay reasonable compensation for such services;

               (i)  to cause the Trust to comply with the Trust's obligations
under the Trust Indenture Act;

               (j)  to give the certificate required by Section 314(a)(4) of the
Trust Indenture Act to the Property Trustee, which certificate may be executed
by any Administrative Trustee;

                                       16
<Page>

               (k)  to incur expenses that are necessary or incidental to carry
out any of the purposes of the Trust;

               (l)  to act as, or appoint another Person to act as, registrar
and transfer agent for the Securities;

               (m)  to give prompt written notice to the Holders of the
Securities of any notice received from the Debenture Issuer of its election to
defer payments of interest on the Debentures by extending the interest payment
period under the Indenture;

               (n)  to execute all documents or instruments, perform all duties
and powers, and do all things for and on behalf of the Trust in all matters
necessary or incidental to the foregoing;

               (o)  to take all action that may be necessary or appropriate for
the preservation and the continuation of the Trust's valid existence, rights,
franchises and privileges as a statutory business trust under the laws of the
State of Delaware and of each other jurisdiction in which such existence is
necessary to protect the limited liability of the Holders of the Trust Preferred
Securities or to enable the Trust to effect the purposes for which the Trust was
created;

               (p)  to take any action, not inconsistent with this Declaration
or with applicable law, that the Administrative Trustees determine in their
discretion to be necessary or desirable in carrying out the activities of the
Trust as set out in this Section 3.6, including, but not limited to:

                    (i)    causing the Trust not to be deemed to be an
         Investment Company required to be registered under the Investment
         Company Act;

                    (ii)   causing the Trust to be classified for United States
         federal income tax purposes as a grantor trust; and

                    (iii)  cooperating with the Debenture Issuer to ensure that
         the Debentures will be treated as indebtedness of the Debenture Issuer
         for United States federal income tax purposes; provided that such
         action does not adversely affect the interests of Holders; and

                                       17
<Page>

               (q)  to take all action necessary to cause all applicable tax
returns and tax information reports that are required to be filed with respect
to the Trust to be duly prepared and filed by the Administrative Trustees, on
behalf of the Trust.

         The Administrative Trustees must exercise the powers set forth in this
Section 3.6 in a manner that is consistent with the purposes and functions of
the Trust set out in Section 3.3, and the Administrative Trustees shall not take
any action that is inconsistent with the purposes and functions of the Trust set
forth in Section 3.3.

         Subject to this Section 3.6, the Administrative Trustees shall have
none of the powers or the authority of the Property Trustee set forth in Section
3.8.

         Any expenses incurred by the Administrative Trustees pursuant to this
Section 3.6 shall be reimbursed by the Debenture Issuer.

         Section 3.7   PROHIBITION OF ACTIONS BY THE TRUST AND THE TRUSTEES.

               (a)  The Trust shall not, and the Trustees (including the
Property Trustee and the Delaware Trustee) shall not, engage in any activity
other than as required or authorized by this Declaration. In particular, the
Trust shall not and the Trustees (including the Property Trustee and the
Delaware Trustee) shall cause the Trust not to:

                    (i)    invest any proceeds received by the Trust from
         holding the Debentures, but shall distribute all such proceeds to
         Holders of Securities pursuant to the terms of this Declaration and of
         the Securities;

                    (ii)   acquire any assets other than as expressly provided
         herein;

                    (iii)  possess Trust property for other than a Trust
         purpose;

                    (iv)   make any loans or incur any indebtedness other than
         loans represented by the Debentures;

                    (v)    possess any power or otherwise act in such a way as
         to vary the Trust assets or the terms of the Securities in any way
         whatsoever;

                                       18
<Page>

                    (vi)   issue any securities or other evidences of beneficial
         ownership of, or beneficial interest in, the Trust other than the
         Securities;

                    (vii)  other than as provided in this Declaration or Annex I
         hereto, (A) direct the time, method and place of exercising any trust
         or power conferred upon the Indenture Trustee with respect to the
         Debentures, (B) waive any past default that is waivable under the
         Indenture, (C) exercise any right to rescind or annul any declaration
         that the principal of all the Debentures shall be due and payable, or
         (D) consent to any amendment, modification or termination of the
         Indenture or the Debentures where such consent shall be required unless
         the Trust shall have received an opinion of counsel to the effect that
         such amend ment, modification or termination will not cause more than
         an insubstan tial risk that the Trust will be deemed an Investment
         Company required to be registered under the Investment Company Act; or

                    (viii) consent to any amendment, modification or termination
         of the Indenture or the Debentures where such consent shall be required
         unless the Trust shall have received an opinion of counsel to the
         effect that such amendment, modification or termination will not cause
         more than an insubstantial risk that the Trust will not be classified
         as a grantor trust for United States federal income tax purposes.

         Section 3.8       POWERS AND DUTIES OF THE PROPERTY TRUSTEE.

               (a)  The legal title to the Debentures shall be owned by and held
of record in the name of the Property Trustee in trust for the benefit of the
Holders of the Securities. The right, title and interest of the Property Trustee
to the Debentures shall vest automatically in each Person who may hereafter be
appointed as Property Trustee in accordance with Section 5.6. Such vesting and
cessation of title shall be effective whether or not conveyancing documents with
regard to the Debentures have been executed and delivered.

               (b)  The Property Trustee shall not transfer its right, title and
interest in the Debentures to the Administrative Trustees or to the Delaware
Trustee (if the Property Trustee does not also act as Delaware Trustee).

                                       19
<Page>

               (c)  The Property Trustee shall:

                    (i)    establish and maintain a segregated non- interest
         bearing trust account (the "Property Trustee Account") in the name of
         and under the exclusive control of the Property Trustee on behalf of
         the Holders of the Securities and, upon the receipt of payments of
         funds made in respect of the Debentures held by the Property Trustee,
         deposit such funds into the Property Trustee Account and make payments
         to the Holders of the Trust Preferred Securities and Holders of the
         Trust Common Securities from the Property Trustee Account in accordance
         with Section 6.1. Funds in the Property Trustee Account shall be held
         uninvested until disbursed in accordance with this Declaration;

                    (ii)   engage in such ministerial activities as so directed
         and as shall be necessary or appropriate to effect the redemption of
         the Trust Preferred Securities and the Trust Common Securities to the
         extent the Debentures are redeemed or mature; and

                    (iii)  upon written notice of distribution issued by the
         Administrative Trustees in accordance with the terms of the Securities,
         engage in such ministerial activities as so directed and as shall be
         necessary or appropriate to effect the distribution of the Debentures
         to Holders of Securities upon the occurrence of a Special Event arising
         from a change in law or a change in legal interpretation or other
         specified circumstances pursuant to the terms of the Securities.

               (d)  The Property Trustee shall take all actions and perform such
duties as may be specifically required of the Property Trustee pursuant to the
terms of the Securities.

               (e)  Subject to Section 3.9(a), the Property Trustee shall take
any Legal Action which arises out of or in connection with a Declaration Event
of Default of which a Responsible Officer of the Property Trustee has actual
knowledge or the Property Trustee's duties and obligations under this
Declaration or the provisions of the Trust Indenture Act which are incorporated
by reference herein.

               (f)  The Property Trustee shall not resign as a Trustee unless
either:

                    (i)    the Trust has been completely liquidated and the
         proceeds of the liquidation distributed to the Holders of Securities
         pursuant to the terms of the Securities; or

                                       20
<Page>

                    (ii)   a Successor Property Trustee (as hereinafter
         defined) has been appointed and has accepted that appointment in
         accordance with Section 5.6.

               (g)  The Property Trustee shall have the legal power to exercise
all of the rights, powers and privileges of a holder of Debentures under the
Indenture and, if a Declaration Event of Default actually known to a Responsible
Officer of the Property Trustee occurs and is continuing, the Property Trustee
shall, for the benefit of Holders of the Securities, enforce its rights as
holder of the Debentures subject to the rights of the Holders pursuant to the
terms of such Securities.

               (h)  Subject to this Section 3.8, the Property Trustee shall have
none of the duties, liabilities, powers or the authority of the Administrative
Trustees set forth in Section 3.6.

               (i)  Notwithstanding anything expressed or implied to the
contrary in this Declaration or any Annex or Exhibit hereto, (i) the Property
Trustee must exercise the powers set forth in this Section 3.8 in a manner that
is consistent with the purposes and functions of the Trust set out in Section
3.3, and (ii) the Property Trustee shall not take any action that is
inconsistent with the purposes and functions of the Trust set out in Section
3.3.

         Section 3.9   CERTAIN DUTIES AND RESPONSIBILITIES OF THE PROPERTY
TRUSTEE.

               (a)  The Property Trustee, before the occurrence of any
Declaration Event of Default and after the curing of all Declaration Events of
Default that may have occurred, shall undertake to perform only such duties as
are specifically set forth in this Declaration and no implied covenants shall be
read into this Declaration against the Property Trustee. In case a Declaration
Event of Default has occurred (that has not been cured or waived pursuant to
Section 2.6) of which a Responsible Officer of the Property Trustee has actual
knowledge, the Property Trustee shall exercise such of the rights and powers
vested in it by this Declaration, and use the same degree of care and skill in
their exercise, as a prudent person would exercise or use under the
circumstances in the conduct of such person's own affairs.

               (b)  No provision of this Declaration shall be construed to
relieve the Property Trustee from liability for its own negligent action, its
own negligent failure to act, or its own willful misconduct, except that:

                                       21
<Page>

                    (i)    prior to the occurrence of a Declaration Event of
         Default and after the curing or waiving of all such Declaration Events
         of Default that may have occurred:

                           (A) duties and obligations of the Property Trustee
               shall be determined solely by the express provisions of this
               Declaration and the Property Trustee shall not be liable except
               for the performance of such duties and obligations as are
               specifically set forth in this Declaration, and no implied
               covenants or obligations shall be read into this Declaration
               against the Property Trustee; and

                           (B) in the absence of bad faith on the part of the
               Property Trustee, the Property Trustee may conclusively rely, as
               to the truth of the statements and the correctness of the
               opinions expressed therein, upon any certificates or opinions
               furnished to the Prop erty Trustee and conforming to the
               requirements of this Declaration; but in the case of any such
               certificates or opinions that by any provision hereof are
               specifically required to be furnished to the Property Trustee,
               the Property Trustee shall be under a duty to examine the same to
               determine whether or not they conform to the requirements of this
               Declaration;

                    (ii)   the Property Trustee shall not be liable for any
         error of judgment made in good faith by a Responsible Officer of the
         Property Trustee, unless it shall be proved that the Property Trustee
         was negligent in ascertaining the pertinent facts;

                    (iii)  the Property Trustee shall not be liable with respect
         to any action taken or omitted to be taken by it in good faith in
         accordance with the direction of the Holders of not less than a
         Majority in liquidation amount of the Securities relating to the time,
         method and place of conducting any proceeding for any remedy available
         to the Property Trustee, or exercising any trust or power conferred
         upon the Property Trustee under this Declaration;

                                       22
<Page>

                    (iv)   no provision of this Declaration shall require the
         Property Trustee to expend or risk its own funds or otherwise incur
         personal financial liability in the performance of any of its duties or
         in the exercise of any of its rights or powers, if it shall have
         reasonable grounds for believing that the repayment of such funds or
         liability is not reasonably assured to it under the terms of this
         Declaration or indemnity reasonably satisfactory to the Property
         Trustee against such risk or liability is not reasonably assured to it;

                    (v)    the Property Trustee's sole duty with respect to the
         custody, safe keeping and physical preservation of the Debentures and
         the Property Trustee Account shall be to deal with such property in a
         similar manner as the Property Trustee deals with similar property for
         its own account, subject to the protections and limitations on
         liability afforded to the Property Trustee under this Declaration and
         the Trust Indenture Act;

                    (vi)   the Property Trustee shall have no duty or liability
         for or with respect to the value, genuineness, existence or sufficiency
         of the Debentures or the payment of any taxes or assessments levied
         thereon or in connection therewith;

                    (vii)  the Property Trustee shall not be liable for any
         interest on any money received by it except as it may otherwise agree
         in writing with the Sponsor. Money held by the Property Trustee need
         not be segregated from other funds held by it except in relation to the
         Property Trustee Account maintained by the Property Trustee pursuant to
         Section 3.8(c)(i) and except to the extent otherwise required by law;
         and

                    (viii) the Property Trustee shall not be responsi ble for
         monitoring the compliance by the Administrative Trustees or the Sponsor
         with their respective duties under this Declaration, nor shall the
         Property Trustee be liable for any default or misconduct of the Adminis
         trative Trustees or the Sponsor.

                                       23
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         Section 3.10  CERTAIN RIGHTS OF PROPERTY TRUSTEE.

               (a)  Subject to the provisions of Section 3.9:

                    (i)    the Property Trustee may rely and shall be fully
         protected in acting or refraining from acting upon any resolution,
         certificate, statement, instrument, opinion, report, notice, request,
         direction, consent, order, bond, debenture, note, other evidence of
         indebtedness or other paper or document believed by it to be genuine
         and to have been signed, sent or presented by the proper party or
         parties;

                    (ii)   any direction or act of the Sponsor or the
         Administrative Trustees contemplated by this Declaration shall be
         sufficiently evidenced by an Officers' Certificate;

                    (iii)  whenever in the administration of this Declaration,
         the Property Trustee shall deem it desirable that a matter be proved or
         established before taking, suffering or omitting any action hereunder,
         the Property Trustee (unless other evidence is herein specifically
         prescribed) may, in the absence of bad faith on its part, request and
         rely upon an Officers' Certificate which, upon receipt of such request,
         shall be promptly delivered by the Sponsor or the Administrative
         Trustees;

                    (iv)   the Property Trustee shall have no duty to see to any
         recording, filing or registration of any instrument (including any
         financing or continuation statement or any filing under tax or
         securities laws) or any rerecording, refiling or registration thereof;

                    (v)    the Property Trustee may consult with counsel of its
         choice or other experts and the advice or opinion of such counsel and
         experts with respect to legal matters or advice within the scope of
         such experts' area of expertise shall be full and complete
         authorization and protection in respect of any action taken, suffered
         or omitted by it hereunder in good faith and in accordance with such
         advice or opinion; such counsel may be counsel to the Sponsor or any of
         its Affiliates, and may include any of its employees. The Property
         Trustee shall have the right at any time to seek instructions
         concerning the administration of this Declaration from any court of
         competent jurisdic tion;

                                       24
<Page>

                    (vi)   the Property Trustee shall be under no obligation to
         exercise any of the rights or powers vested in it by this Declaration
         at the request or direction of any Holder, unless such Holder shall
         have provided to the Property Trustee adequate security and indemnity,
         reasonably satisfactory to the Property Trustee, against the costs,
         expenses (including attorneys' fees and expenses and the expenses of
         the Property Trustee's agents, nominees or custodians) and liabilities
         that might be incurred by it in complying with such request or
         direction, including such reasonable advances as may be requested by
         the Property Trustee; provided that, nothing contained in this Section
         3.10(a)(vii) shall be taken to relieve the Property Trustee, upon the
         occurrence of a Declaration Event of Default, of its obligation to
         exercise the rights and powers vested in it by this Declaration;

                    (vii)  the Property Trustee shall not be bound to make any
         investigation into the facts or matters stated in any resolution,
         certificate, statement, instrument, opinion, report, notice, request,
         direction, consent, order, security, bond, debenture, note, other
         evidence of indebtedness or other paper or document, but the Property
         Trustee, in its discretion, may make such further inquiry or
         investigation into such facts or matters as it may see fit;

                    (viii) the Property Trustee may execute any of the trusts or
         powers hereunder or perform any duties hereunder either directly or by
         or through agents or attorneys and the Property Trustee shall not be
         responsible for any misconduct or negligence on the part of any agent
         or attorney appointed with due care by it hereunder;

                    (ix)   any action taken by the Property Trustee or its
         agents hereunder shall bind the Trust and the Holders of the
         Securities, and the signature of the Property Trustee or its agents
         alone shall be sufficient and effective to perform any such action and
         no third party shall be required to inquire as to the authority of the
         Property Trustee to so act or as to its compliance with any of the
         terms and provisions of this Declaration, both of which shall be
         conclusively evidenced by the Property Trustee's or its agent's taking
         such action;

                    (x)    whenever in the administration of this Declaration
         the Property Trustee shall deem it desirable to receive instructions
         with respect to enforcing any remedy or right or taking any other
         action hereunder the Property Trustee (i) may request instructions from
         the Holders of the Securities which instructions may only be given by
         the Holders of the same proportion in liquidation amount of the
         Securities as would be entitled to direct the Property Trustee under
         the terms of the Securities in respect of such remedy, right or action,
         (ii) may refrain from enforcing such remedy or right or taking such
         other action until such instructions are received, and (iii) shall be
         protected in acting in accordance with such instructions;

                                       25
<Page>

                    (xi)   except as otherwise expressly provided by this
         Declaration, the Property Trustee shall not be under any obligation to
         take any action that is discretionary under the provisions of this
         Declaration; and

                    (xii)  the Property Trustee shall not be liable for any
         action taken, suffered, or omitted to be taken by it in good faith and
         reasonably believed by it to be authorized or within the discretion or
         rights or powers conferred upon it by this Declaration.

               (b)  No provision of this Declaration shall be deemed to impose
any duty or obligation on the Property Trustee to perform any act or acts or
exercise any right, power, duty or obligation conferred or imposed on it, in any
jurisdiction in which it shall be illegal, or in which the Property Trustee
shall be unqualified or incompetent in accordance with applicable law, to
perform any such act or acts, or to exercise any such right, power, duty or
obligation. No permissive power or authority available to the Property Trustee
shall be construed to be a duty.

         Section 3.11  DELAWARE TRUSTEE. Notwithstanding any other provision of
this Declaration other than Section 5.2, the Delaware Trustee shall not be
entitled to exercise any powers, nor shall the Delaware Trustee have any of the
duties and responsibilities of the Administrative Trustees or the Property
Trustee described in this Declaration. Except as set forth in Section 5.2, the
Delaware Trustee shall be a Trustee for the sole and limited purpose of
fulfilling the requirements of Section 3807 of the Business Trust Act.

         Section 3.12  NOT RESPONSIBLE FOR RECITALS OR ISSUANCE OF SECURITIES.
The recitals contained in this Declaration and the Securities shall be taken as
the statements of the Sponsor, and the Trustees do not assume any responsibility
for their correctness. The Trustees make no representations as to the value or
condition of the property of the Trust or any part thereof. The Trustees make no
representations as to the validity or sufficiency of this Declaration or the
Securities.

         Section 3.13  DURATION OF TRUST. The Trust, unless terminated pursuant
to the provisions of Article VIII hereof, shall exist until [-].

                                       26
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         Section 3.14  MERGERS.

               (a)  The Trust may not consolidate, amalgamate, merge with or
into, or be replaced by, or convey, transfer or lease its properties and assets
substantially as an entirety, to any corporation or other entity or body, except
as described in Section 3.14(b) and (c).

               (b)  The Trust may, with the consent of the Administrative
Trustees or, if there are more than two, a majority of the Administrative
Trustees and without the consent of the Holders of the Securities, the Delaware
Trustee or the Property Trustee, consolidate, amalgamate, merge with or into, or
be replaced by a trust organized as such under the laws of any State of the
United States; provided that:

                    (i)    if the Trust is not the survivor, such successor
entity (the "Successor Entity") either:

                           (A) expressly assumes all of the obligations of the
               Trust under the Securities; or

                           (B) substitutes for the Trust Preferred Securities
               other securities having substantially the same terms as the Trust
               Preferred Securities (the "Successor Securities") so long as the
               Successor Securi ties rank the same as the Trust Preferred
               Securities with respect to Distributions, assets and payments
               upon liquidation, redemption and otherwise;

                    (ii)   the Debenture Issuer expressly acknowl edges a
         trustee of the Successor Entity that possesses the same powers and
         duties as the Property Trustee as the Holder of the Debentures;

                    (iii)  the Trust Preferred Securities or any Successor
         Securities are listed, or any Successor Securities will be listed upon
         notification of issuance, on any national securities exchange or with
         any other organization which the Trust Preferred Securities are then
         listed or quoted;

                    (iv)   such merger, consolidation, amalgamation or
         replacement does not cause the Trust Preferred Securities (including
         any Successor Securities) to be downgraded by any nationally recognized
         statistical rating organization;

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                    (v)    such merger, consolidation, amalgamation or
         replacement does not adversely affect the rights, preferences and
         privileges of the Holders of the Trust Preferred Securities (including
         any Successor Securities) in any material respect;

                    (vi)   such Successor Entity has a purpose substantially
         identical to that of the Trust;

                    (vii)  the Sponsor guarantees the obligations of such
         Successor Entity under the Successor Securities at least to the extent
         provided by the Trust Preferred Securities Guarantee; and

                    (viii) prior to such merger, consolidation, amalgamation or
         replacement, the Sponsor has received an opinion of a nationally
         recognized independent counsel to the Trust reasonably acceptable to
         the Property Trustee experienced in such matters to the effect that:

                           (A) such merger, consolidation, amalgamation or
               replacement will not adversely affect the rights, preferences and
               privileges of the Holders of the Securities (including any
               Successor Securities) in any material respect (other than with
               respect to any dilution of the Holders' interest in the new
               entity);

                           (B) following such merger, consolidation,
               amalgamation or replacement, neither the Trust nor the Successor
               Entity will be required to register as an Investment Company; and

                           (C) following such merger, consolidation,
               amalgamation or replacement, the Trust (or the Successor Entity)
               will be treated as a grantor trust for United States federal
               income tax purposes.

               (c)  Notwithstanding Section 3.14(b), the Trust shall not, except
with the consent of Holders of 100% in liquidation amount of the Trust Common
Securities, consolidate, amalgamate, merge with or into, or be replaced by any
other entity or permit any other entity to consolidate, amalgamate, merge with
or into, or replace it if such consolidation, amalgamation, merger or
replacement would cause the Trust or Successor Entity to be classified as other
than a grantor trust for United States federal income tax purposes.

                                       28
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                                   ARTICLE IV

                                     SPONSOR

         Section 4.1   SPONSOR'S PURCHASE OF TRUST COMMON SECURITIES. On the
Closing Date, the Sponsor will purchase all of the Trust Common Securities
issued by the Trust on such date, in an amount that, when taken together with
all other Trust Common Securities then owned by the Sponsor, at least equals 3%
of the capital of the Trust, after giving effect to the issuance of Trust
Preferred Securities on such date.

         Section 4.2   RESPONSIBILITIES OF THE SPONSOR. In connection with the
issue and sale of the Trust Preferred Securities, the Sponsor shall have the
exclusive right and responsibility to engage in the following activities:

               (a)  to prepare for filing by the Trust with the Commission a
registration statement on Form S-1 in relation to, among other securities, the
Trust Preferred Securities, including any amendments thereto;

               (b)  to determine the States and foreign jurisdictions, if any,
in which to take appropriate action to qualify or register for sale all or part
of the Trust Preferred Securities and to do any and all such acts, other than
actions that must be taken by the Trust, and advise the Trust of actions it must
take, and prepare for execution and filing any documents to be executed and
filed by the Trust, as the Sponsor deems necessary or advisable in order to
comply with the applicable laws of any such States and foreign jurisdictions;

               (c)  to prepare for filing by the Trust an application to the New
York Stock Exchange, the Nasdaq National Market or any other national stock
exchange for listing or quotation upon notice of issuance of any Trust Preferred
Securities;

               (d)  to prepare for filing by the Trust with the Commission a
registration statement on Form 8-A relating to the registration of the Trust
Preferred Securities under Section 12(b) of the Exchange Act, including any
amendments thereto;

               (e)  to negotiate the terms of the Purchase Agreement providing
for the sale of the Trust Preferred Securities; and

               (f)  to negotiate the terms of other related agreements in
connection with the sale of the Trust Preferred Securities.

                                       29
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                                    ARTICLE V

                                    TRUSTEES

         Section 5.1   NUMBER OF TRUSTEES. The number of Trustees shall be four
(4), and:

               (a)  at any time before the issuance of any Securities, the
Sponsor may, by written instrument, increase or decrease the number of Trustees;
and

               (b)  after the issuance of any Securities, the number of Trustees
may be increased or decreased by vote of the Holders of a Majority in
liquidation amount of the Trust Common Securities voting as a class at a meeting
of the Holders of the Trust Common Securities; provided, however, that the
number of Trustees shall in no event be less than two; provided further that (1)
the Delaware Trustee, in the case of a natural person, shall be a person who is
a resident of the State of Delaware or that, if not a natural person, is an
entity which has its principal place of business in the State of Delaware; (2)
at least one Administrative Trustee is an employee or officer of, or is
affiliated with, the Sponsor; and (3) one Trustee shall be the Property Trustee,
and such Trustee may also serve as Delaware Trustee if it meets the applicable
requirements.

         Section 5.2   DELAWARE TRUSTEE. If required by the Business Trust Act,
one Trustee (the "Delaware Trustee") shall be:

               (a)  a natural person who is resident of the State of Delaware;
or

               (b)  if not a natural person, an entity which has its principal
place of business in the State of Delaware, and otherwise meets the requirements
of applicable law, provided that, if the Property Trustee has its principal
place of business in the State of Delaware and otherwise meets the requirements
of applicable law, then the Property Trustee shall also be the Delaware Trustee
and Section 3.11 shall have no application. The Delaware Trustee shall accept
service of process on the Trust in the State of Delaware and execute any
certificates presented to it in execution form and filed under the Business
Trust Act.

                                       30
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         Section 5.3       PROPERTY TRUSTEE; ELIGIBILITY.

               (a)  There shall at all times be one Trustee which shall act as
Property Trustee which shall:

                    (i)    not be an Affiliate of the Sponsor;

                    (ii)   be a corporation organized and doing business under
         the laws of the United States of America or any State or Territory
         thereof or of the District of Columbia, or a corporation or Person
         permitted by the Commission to act as an institutional trustee under
         the Trust Indenture Act, authorized under such laws to exercise
         corporate trust powers, having a combined capital and surplus of at
         least 50 million U.S. dollars ($50,000,000), and subject to supervision
         or examination by Federal, State, Territorial or District of Columbia
         authority. If such corporation publishes reports of condition at least
         annually, pursuant to law or to the requirements of the supervising or
         examining authority referred to above, then for the purposes of this
         Section 5.3(a)(ii), the combined capital and surplus of such
         corporation shall be deemed to be its combined capital and surplus as
         set forth in its most recent report of condition so published; and

                    (iii)  if the Trust is excluded from the definition of an
         Investment Company solely by means of Rule 3a-5 and to the extent Rule
         3a-5 requires a trustee having certain qualifications to hold title to
         the "eligible assets" of the trust, the Property Trustee shall possess
         those qualifications.

               (b)  If at any time the Property Trustee shall cease to be
eligible to so act under Section 5.3(a), the Property Trustee shall immediately
resign in the manner and with the effect set forth in Section 5.6(c).

               (c)  If the Property Trustee has or shall acquire any
"conflicting interest" within the meaning of Section 310(b) of the Trust
Indenture Act, the Property Trustee and the Holder of the Trust Common
Securities (as if it were the obligor referred to in Section 310(b) of the Trust
Indenture Act) shall in all respects comply with the provisions of Section
310(b) of the Trust Indenture Act.

               (d)  The Trust Preferred Securities Guarantee shall be deemed to
be specifically described in this Declaration for purposes of clause (i) of the
first provision contained in Section 310(b) of the Trust Indenture Act.

               (e)  The initial Property Trustee shall be set forth in Section
5.5 hereof.

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         Section 5.4   QUALIFICATIONS OF ADMINISTRATIVE TRUSTEES AND DELAWARE
TRUSTEE GENERALLY. Each Administrative Trustee and the Delaware Trustee (unless
the Property Trustee also acts as Delaware Trustee) shall be either a natural
person who is at least 21 years of age or a legal entity that shall act through
one or more Authorized Officers.

         Section 5.5   ADMINISTRATIVE TRUSTEES; INITIAL TRUSTEES.

               (a)  Except as expressly set forth in this Declaration and except
if a meeting of the Administrative Trustees is called with respect to any matter
over which the Administrative Trustees have power to act, any power of the
Administrative Trustees may be exercised by, or with the consent of, any one
such Administrative Trustee.

               (b)  Unless otherwise determined by the Administrative Trustees,
and except as otherwise required by the Business Trust Act or applicable law,
any one of the Administrative Trustees is authorized to execute on behalf of the
Trust any documents which the Administrative Trustees have the power and
authority to execute pursuant to Section 3.6.

               (c)  An Administrative Trustee may, by power of attorney
consistent with applicable law, delegate to any other natural person over the
age of 21 his or her power for the purposes of signing any documents which the
Administrative Trustees have power and authority to cause the Trust to execute
pursuant to Section 3.6.

               (d)  The initial Administrative Trustees shall be:

                    Debra J. Richardson and Wendy L. Carlson
                    c/o American Equity Investment Life Holding Company
                    5000 Westown Parkway, Suite 440
                    West Des Moines, Iowa  50266

                    The initial Delaware Trustee shall be:

                    First Union Trust Company, National Association
                    One Rodney Square, Suite 102
                    920 King Street
                    Wilmington, Delaware  19801
                    Attn: Corporate Trust Administration

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<Page>

                    The initial Property Trustee shall be:

                    First Union Trust Company, National Association
                    One Rodney Square, Suite 102
                    920 King Street
                    Wilmington, Delaware 19801
                    Attn: Corporate Trust Administration

         Section 5.6   APPOINTMENT, REMOVAL AND RESIGNATION OF TRUSTEES.

               (a)  Subject to Section 5.6(b), Trustees may be appointed or
removed without cause at any time:

                    (i)    until the issuance of any Securities, by written
         instrument executed by the Sponsor; and

                    (ii)   after the issuance of any Securities, by vote of the
         Holders of a Majority in liquidation amount of Trust Common Securities
         voting as a class at a meeting of the Holders of the Trust Common
         Securities.

               (b)  The Trustee that acts as Property Trustee shall not be
removed in accordance with Section 5.6(a) until a successor Trustee possessing
the qualifications to act as Property Trustee under Section 5.3 (a "Successor
Property Trustee") has been appointed and has accepted such appointment by
written instrument executed by such Successor Property Trustee and delivered to
the Administrative Trustees and the Sponsor.

               (c)  The Trustee that acts as Delaware Trustee shall not be
removed in accordance with Section 5.6(a) until a successor trustee possessing
the qualifications to act as Delaware Trustee under Sections 5.2 and 5.4 (a
"Successor Delaware Trustee") has been appointed and has accepted such
appointment by written instrument executed by such Successor Delaware Trustee
and delivered to the Administrative Trustees and the Sponsor.

               (d)  A Trustee appointed to office shall hold office until his
successor shall have been appointed or until his death, removal or resignation.
Any Trustee may resign from office (without need for prior or subsequent
accounting) by an instrument in writing signed by the Trustee and delivered to
the Sponsor and the Trust, which resignation shall take effect upon such
delivery or upon such later date as is specified therein; provided, however,
that:

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<Page>

                    (i)    No such resignation of the Trustee that acts as the
         Property Trustee shall be effective:

                           (A) until a Successor Property Trustee has been
               appointed and has accepted such appointment by written instrument
               executed by such Successor Property Trustee and delivered to the
               Trust, the Sponsor and the resigning Property Trustee; or

                           (B) until the assets of the Trust have been
               completely liquidated and the proceeds thereof distributed to the
               Holders of the Securities; and

                    (ii)   no such resignation of the Trustee that acts as the
         Delaware Trustee shall be effective until a Successor Delaware Trustee
         has been appointed and has accepted such appointment by written
         instrument executed by such Successor Delaware Trustee and delivered to
         the Trust, the Sponsor and the resigning Delaware Trustee.

               (e)  The Holders of the Trust Common Securities shall use their
best efforts to promptly appoint a Successor Property Trustee or Successor
Delaware Trustee, as the case may be, if the Property Trustee or the Delaware
Trustee delivers an instrument of resignation or is removed in accordance with
this Section 5.6.

               (f)  If no Successor Property Trustee or Successor Delaware
Trustee shall have been appointed and accepted appointment as provided in this
Section 5.6 within 60 days after delivery pursuant to this Section 5.6 of an
instrument of resignation or removal, the Property Trustee or Delaware Trustee
resigning or being removed, as applicable, may petition any court of competent
jurisdiction for appointment of a Successor Property Trustee or Successor
Delaware Trustee. Such court may thereupon, after prescribing such notice, if
any, as it may deem proper, appoint a Successor Property Trustee or Successor
Delaware Trustee, as the case may be.

               (g)  No Property Trustee or Delaware Trustee shall be liable for
the acts or omissions to act of any Successor Property Trustee or Successor
Delaware Trustee, as the case may be.

         Section 5.7   VACANCIES AMONG TRUSTEES. If a Trustee ceases to hold
office for any reason and the number of Trustees is not reduced pursuant to
Section 5.1, or if the number of Trustees is increased pursuant to Section 5.1,
a vacancy shall occur. A resolution certifying the existence of such vacancy by
the Administrative Trustees or, if there are more than two, a majority of the
Administrative Trustees shall be conclusive evidence of the existence of such
vacancy. The vacancy shall be filled with a Trustee appointed in accordance with
Section 5.6.

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<Page>

         Section 5.8   EFFECT OF VACANCIES. The death, resignation, retirement,
removal, bankruptcy, dissolution, liquidation, incompetence or incapacity to
perform the duties of a Trustee shall not operate to annul the Trust. Whenever a
vacancy in the number of Administrative Trustees shall occur, until such vacancy
is filled by the appointment of an Administrative Trustee in accordance with
Section 5.6, the Administrative Trustees in office, regardless of their number,
shall have all the powers granted to the Administrative Trustees and shall
discharge all the duties imposed upon the Administrative Trustees by this
Declaration.

         Section 5.9   MEETINGS. If there is more than one Administrative
Trustee, meetings of the Administrative Trustees shall be held from time to time
upon the call of any Administrative Trustee. Regular meetings of the
Administrative Trustees may be held at a time and place fixed by resolution of
the Administrative Trustees. Notice of any in- person meetings of the
Administrative Trustees shall be hand delivered or otherwise delivered in
writing (including by facsimile, with a hard copy by overnight courier) not less
than 48 hours before such meeting. Notice of any telephonic meetings of the
Administrative Trustees or any committee thereof shall be hand delivered or
otherwise delivered in writing (including by facsimile, with a hard copy by
overnight courier) not less than 24 hours before a meeting. Notices shall
contain a brief statement of the time, place and anticipated purposes of the
meeting. The presence (whether in person or by telephone) of an Administrative
Trustee at a meeting shall constitute a waiver of notice of such meeting except
where an Administrative Trustee attends a meeting for the express purpose of
objecting to the transaction of any activity on the ground that the meeting has
not been lawfully called or convened. Unless provided otherwise in this
Declaration, any action of the Administrative Trustees may be taken at a meeting
by vote of a majority of the Administrative Trustees present (whether in person
or by telephone) and eligible to vote with respect to such matter, provided that
a Quorum is present, or without a meeting by the unanimous written consent of
the Administrative Trustees. In the event there is only one Administrative
Trustee, any and all action of such Administra tive Trustee shall be evidenced
by a written consent of such Administrative Trustee.

         Section 5.10  DELEGATION OF POWER.

               (a)  Any Administrative Trustee may, by power of attorney
consistent with applicable law, delegate to any other natural person over the
age of 21 his or her power for the purpose of executing any documents
contemplated in Section 3.6, including any registration statement or amendment
thereto filed with the Commission, or making any other governmental filing; and

                                       35
<Page>

               (b)  the Administrative Trustees shall have power to delegate
from time to time to such of their number or to officers of the Trust the doing
of such things and the execution of such instruments either in the name of the
Trust or the names of the Administrative Trustees or otherwise as the
Administrative Trustees may deem expedient, to the extent such delegation is not
prohibited by applicable law or contrary to the provisions of the Trust, as set
forth herein.

         Section 5.11  MERGER, CONVERSION, CONSOLIDATION OR SUCCESSION TO
BUSINESS. Any corporation into which the Property Trustee or the Delaware
Trustee, as the case may be, may be merged or converted or with which either may
be consolidated, or any corporation resulting from any merger, conversion or
consolidation to which the Property Trustee or the Delaware Trustee, as the case
may be, shall be a party, or any corporation succeeding to all or substantially
all the corporate trust business of the Property Trustee or the Delaware
Trustee, as the case may be, shall be the successor of the Property Trustee or
the Delaware Trustee, as the case may be, hereunder, provided such corporation
shall be otherwise qualified and eligible under this Article, without the
execution or filing of any paper or any further act on the part of any of the
parties hereto.

                                   ARTICLE VI

                                  DISTRIBUTIONS

         Section 6.1   DISTRIBUTIONS. Holders shall receive Distributions (as
defined herein) in accordance with the applicable terms of the relevant Holder's
Securities. Distributions shall be made on the Trust Preferred Securities and
the Trust Common Securities in accordance with the preferences set forth in
their respective terms. If and to the extent that the Debenture Issuer makes a
payment of interest (including Compounded Interest and Additional Interest),
premium and/or principal on the Debentures held by the Property Trustee (the
amount of any such payment being a "Payment Amount"), the Property Trustee shall
and is directed, to the extent funds are available for that purpose, to make a
distribution (a "Distribution") of the Payment Amount to Holders.

                                       36
<Page>

                                   ARTICLE VII

                             ISSUANCE OF SECURITIES

         Section 7.1       GENERAL PROVISIONS REGARDING SECURITIES.

               (a)  The Administrative Trustees shall on behalf of the Trust
issue one class of trust preferred securities, representing undivided beneficial
interests in the assets of the Trust (the "Trust Preferred Securities"), having
such terms as are set forth in Annex I (the "Terms"), and one class of trust
common securities, representing undivided beneficial interests in the assets of
the Trust (the "Trust Common Securities"), having such terms as are set forth in
the Terms. The Trust shall not issue any securities or other interests in the
assets of the Trust other than the Trust Preferred Securities and the Trust
Common Securities. The Trust shall not issue any Securities in bearer form. The
Trust may issue fractions of Securities.

               (b)  The Certificates shall be signed on behalf of the Trust by
an Administrative Trustee. Such signature shall be the manual or facsimile
signature of any present or any future Administrative Trustee. In case any
Administrative Trustee of the Trust who shall have signed any of the
Certificates shall cease to be such Administrative Trustee before the
Certificates so signed shall be delivered by the Trust, such Certificates
nevertheless may be delivered as though the person who signed such Certificates
had not ceased to be such Administrative Trustee; and any Certificates may be
signed on behalf of the Trust by such person who, at the actual date of
execution of such Certificate, shall be an Administrative Trustee of the Trust,
although at the date of the execution and delivery of the Declaration any such
person was not such an Administrative Trustee. Certificates may be printed,
lithographed or engraved or may be produced in any other manner as is reasonably
acceptable to an Administrative Trustee, as evidenced by his or her execution
thereof, and may have such letters, numbers, notations or other marks of
identification or designation and such legends or endorsements required by law,
agreements to which the Trust is subject, if any, any rule or regulation of any
stock exchange on which the Securities may be listed, or usage (provided that
any such notation, legend or endorsement is in a form acceptable to the Trust).
The Trust, at the direction of the Sponsor, shall furnish any such legend not
contained in Exhibit A-1 to the Property Trustee in writing. The terms and
provisions of the Securities set forth in Annex I are part of the terms of this
Declaration and to the extent applicable, the Property Trustee and the Sponsor,
by their execution and delivery of this Declaration, expressly agree to such
terms and provisions and to be bound thereby.

                                       37
<Page>

               (c)  At the time of the delivery of the Trust Preferred
Securities, the Administrative Trustees shall cause Certificates to be
authenticated by the Property Trustee on behalf of the Trust and delivered to or
upon the written order of the Trust, signed by one Administrative Trustee
without further corporate action by the Sponsor, in authorized denominations. A
Trust Preferred Security shall not be valid until authenticated by the manual
signature of an authorized signatory of the Property Trustee. The signature
shall be conclusive evidence that the Trust Preferred Security has been
authenticated under this Declaration.

               (d)  The Property Trustee may appoint an authenticating agent
acceptable to the Trust to authenticate Trust Preferred Securities. An
authenticating agent may authenticate Trust Preferred Securities whenever the
Property Trustee may do so. Each reference in this Declaration to authentication
by the Property Trustee includes authentication by such agent. An authenticating
agent has the same rights as the Property Trustee to deal with the Sponsor or an
Affiliate, and may itself be an Affiliate of the Trust or a Related Party of the
Sponsor.

               (e)  The consideration received by the Trust for the issuance of
the Securities shall constitute a contribution to the capital of the Trust and
shall not constitute a loan to the Trust.

               (f)  Upon issuance of the Securities as provided in this
Declaration, the Securities so issued shall be deemed to be validly issued,
fully paid and nonassessable.

               (g)  Every Person, by virtue of having become a Holder or a Trust
Preferred Securities Beneficial Owner in accordance with the terms of this
Declaration, shall be deemed to have expressly assented and agreed to the terms
of, and shall be bound by, this Declaration.

               (h)  The Securities shall have no preemptive rights.

         Section 7.2   PAYING AGENT. In the event that the Securities are not in
book- entry only form, the Trust shall authorize one or more Persons (each, a
"Paying Agent") to pay Distributions, redemption payments or liquidation
payments on behalf of the Trust with respect to all Securities and any such
Paying Agent shall comply with Section 317(b) of the Trust Indenture Act. Any
Paying Agent may be removed by the Trust at any time and a successor Paying
Agent or additional Paying Agents may be appointed at any time by the Trust, in
each case without prior notice to any Holder. If the Trust fails to appoint or
maintain another entity as Paying Agent, the Property Trustee shall act as such.
The Property Trustee is hereby appointed to initially act as Paying Agent for
the Securities. Any successor Paying Agent or any additional paying Agent shall
execute and deliver to the Trustees an instrument in which such successor Paying
Agent or additional Paying Agent shall agree with the Trustees that as Paying
Agent, such successor Paying Agent or additional Paying Agent will hold all
sums, if any, held by it for payment to the Holders in trust for the benefit of
the Holders entitled thereto until such sums shall be paid to such Holders, will
give the Property Trustee notice of any default by the Trust (or any other
obligor on the Securities) in the making of any payment on the Securities and
will, at any time during the continuance of any such default, upon the written
request of the Property Trust, forthwith pay to the Property Trustee all sums so
held in trust by such Paying Agent. The Paying Agent shall return all unclaimed
funds to the Property Trustee and upon removal of a Paying Agent such Paying
Agent shall also return all funds in its possession to the Property Trustee. Any
reference in this Declaration to the Paying Agent shall include any co-paying
agent unless the context requires otherwise.

                                       38
<Page>

                                  ARTICLE VIII

                              TERMINATION OF TRUST

         Section 8.1   TERMINATION OF TRUST.


               (a)  The Trust shall dissolve:

                    (i)    on [-], the expiration date of the Trust;

                    (ii)   upon the bankruptcy of the Sponsor;

                    (iii)  upon the filing of a certificate of dissolu tion or
         its equivalent with respect to the Sponsor, the filing of a certifi
         cate of cancellation with respect to the Trust after having obtained
         the consent of the Holders of at least a Majority in liquidation amount
         of the Securities, voting together as a single class to file such
         certificate of cancellation, or the revocation of the charter of the
         Sponsor and the expiration of 90 days after the date of revocation
         without a reinstatement thereof;

                    (iv)   when all of the Securities shall have been called for
         redemption and the amounts necessary for redemption thereof, including
         any Additional Interest and Compounded Interest, shall have been paid
         to the Holders in accordance with the terms of the Securities;

                                       39
<Page>

                    (v)    upon the distribution of all of the Deben tures to
         the Holders in exchange for all of the Securities in accordance with
         the terms of the Securities;

                    (vi)   upon the entry of a decree of judicial dissolution of
         the Sponsor or the Trust;

                    (vii)  upon the occurrence and continuation of a Special
         Event pursuant to which the Trust shall have been dissolved in
         accordance with the terms of the Securities and all of the Debentures
         endorsed thereon shall have been distributed to the Holders of
         Securities in exchange for all of the Securities; provided, that if the
         Special Event is a Tax Event the dissolution of the Trust and the
         distribution of the Debentures pursuant to this clause (vii) shall be
         conditioned upon the Administrative Trustees' receipt of a No
         Recognition Opinion; or

                    (viii) before the issuance of any Securities, with the
         consent of all the Administrative Trustees and the Sponsor.

               (b)  Subject to the Terms of the Securities and clause (vii) of
paragraph (a) above, following dissolution of the Trust, the Trustees shall
liquidate any remaining Trust property and pay or provide for all claims of
creditors of the Trust.

               (c)  As soon as is practicable after the occurrence of an event
referred to in Section 8.1(a), the Trustees shall file a certificate of
cancellation with the Secretary of State of the State of Delaware and the Trust
shall terminate.

               (d)  The provisions of Section 3.9 and Article X shall survive
the termination of the Trust.

                                   ARTICLE IX

                              TRANSFER OF INTERESTS

         Section 9.1   TRANSFER OF SECURITIES.

               (a)  Securities may only be transferred, in whole or in part, in
accordance with the terms and conditions set forth in this Declaration and in
the terms of the Securities. Any transfer or purported transfer of any Security
not made in accordance with this Declaration shall be null and void.

                                       40
<Page>

               (b)  Subject to this Article IX, Trust Preferred Securities shall
be freely transferable.

               (c)  Subject to this Article IX, the Sponsor and any Related
Party may only transfer Trust Common Securities in whole to the Sponsor or a
Related Party of the Sponsor; provided that, any such transfer is subject to the
condition precedent that the transferor obtain the written opinion of nationally
recognized independent counsel experienced in such matters that such transfer
would not cause more than an insubstantial risk that:

                    (i)    the Trust would not be classified for United States
         federal income tax purposes as a grantor trust; and

                    (ii)   the Trust would be an Investment Company or the
         transferee would become an Investment Company.

The Administrative Trustees shall cause each Trust Common Securities Certificate
issued to the sponsor to contain a legend stating: "THIS CERTIFICATE IS NOT
TRANSFER ABLE EXCEPT TO THE SPONSOR OR AN AFFILIATE OF THE SPONSOR IN COMPLIANCE
WITH APPLICABLE LAW AND ARTICLE IX OF THE DECLARA TION."

               (d)  The Trust shall not be required to issue Trust Preferred
Securities during a period beginning at the opening of business 15 days before
the day of any selection of Trust Preferred Securities for redemption set forth
in the Terms and ending at the close of business on the day of selection.

               (e)  For so long as the Securities remain outstanding, the
Sponsor will covenant (i) to use its reasonable efforts to cause the Trust (A)
to remain a statutory business trust, except in connection with a distribution
of Debentures to the Holders of Securities in liquidation of the Trust, the
redemption of all Securities or certain mergers, consolidations or
amalgamations, each as permitted by this Declaration and (B) to continue to be
classified as a grantor trust, and not as an association taxable as a
corporation or a partnership, for United States federal income tax purposes and
(ii) to use its reasonable efforts to cause each Holder of Securities to be
treated as owning an undivided beneficial interest in the Debentures.

                                       41
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         Section 9.2   TRANSFER OF CERTIFICATES. The Administrative Trustees
shall provide for the registration of Certificates and of transfers of
Certificates, which will be effected without charge but only upon payment (with
such indemnity as the Administrative Trustees may require) in respect of any tax
or other governmental charges that may be imposed in relation to it. Upon
surrender for registration of transfer of any Certificate, the Administrative
Trustees shall cause one or more new Certificates to be issued in the name of
the designated transferee or transferees. Every Certificate surrendered for
registration of transfer shall be accompanied by a written instrument of
transfer in form satisfactory to the Administrative Trustees duly executed by
the Holder or such Holder's attorney duly authorized in writing. Each
Certificate surrendered for registration of transfer shall be canceled by the
Administrative Trustees. A transferee of a Certificate shall be entitled to the
rights and subject to the obligations of a Holder hereunder upon the receipt by
such transferee of a Certificate. By acceptance of a Certificate, each
transferee shall be deemed to have agreed to be bound by this Declaration.

         Section 9.3   DEEMED SECURITY HOLDERS. The Trustees may treat the
Person in whose name any Certificate shall be registered on the books and
records of the Trust as the sole holder of such Certificate and of the
Securities represented by such Certificate for purposes of receiving
Distributions and for all other purposes whatsoever and, accordingly, shall not
be bound to recognize any equitable or other claim to or interest in such
Certificate or in the Securities represented by such Certificate on the part of
any Person, whether or not the Trust shall have actual or other notice thereof.

         Section 9.4   BOOK ENTRY INTERESTS. Unless otherwise specified in the
terms of the Trust Preferred Securities, the Trust Preferred Securities
Certificates, on original issuance, will be issued in the form of one or more,
fully registered, global Trust Preferred Securities Certificates (each a "Global
Certificate"), to be delivered to DTC, the initial Clearing Agency, by, or on
behalf of, the Trust. Such Global Certificate(s) shall initially be registered
on the books and records of the Trust in the name of Cede & Co., the nominee of
DTC, and no Trust Preferred Securities Beneficial Owner will receive a
Definitive Trust Preferred Securities Certificate representing such Trust
Preferred Securities Beneficial Owner's interests in such Global Certificate(s),
except as provided in Section 9.7. Unless and until definitive, fully registered
Trust Preferred Securities Certificates (the "Definitive Trust Preferred
Securities Certificates") have been issued to the Trust Preferred Securities
Beneficial Owners pursuant to Section 9.7:

               (a)  the provisions of this Section 9.4 shall be in full force
and effect;

               (b)  the Trust and the Trustees shall be entitled to deal with
the Clearing Agency for all purposes of this Declaration (including the payment
of Distributions on the Global Certificate(s) and receiving approvals, votes or
consents hereunder) as the Holder of the Trust Preferred Securities and the sole
holder of the Global Certificate(s) and shall have no notice obligation to the
Trust Preferred Securities Beneficial Owners;

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               (c)  to the extent that the provisions of this Section 9.4
conflict with any other provisions of this Declaration, the provisions of this
Section 9.4 shall control; and

               (d)  the rights of the Trust Preferred Securities Beneficial
Owners shall be exercised only through the Clearing Agency and shall be limited
to those established by law and agreements between such Trust Preferred
Securities Beneficial Owners and the Clearing Agency and/or the Clearing Agency
Participants. DTC will make book entry transfers among the Clearing Agency
Participants and receive and transmit payments of Distributions on the Global
Certificates to such Clearing Agency Participants.

At such time as all beneficial interests in a Global Certificate have either
been exchanged for Definitive Trust Preferred Securities Certificates to the
extent permitted by this Declaration or redeemed, repurchased or canceled in
accordance with the terms of this Declaration, such Global Certificate shall be
returned to the Clearing Agency for cancellation or retained and canceled by the
Property Trustee. At any time prior to such cancellation, if any beneficial
interest in a Global Certificate is exchanged for Definitive Trust Preferred
Securities Certificates, or if Definitive Trust Preferred Securities
Certificates are exchanged for a beneficial interest in a Global Certificate,
Trust Preferred Securities represented by such Global Certificate shall be
reduced or increased and an adjustment shall be made on the books and records of
the Property Trustee (if it is then the securities custodian for such Global
Certificate) with respect to such Global Certificate, by the Property Trustee or
the securities custodian, to reflect such reduction or increase.

         Section 9.5   NOTICES TO CLEARING AGENCY. Whenever a notice or other
communication to the Trust Preferred Securities Holders is required under this
Declaration, unless and until Definitive Trust Preferred Securities Certificates
shall have been issued to the Trust Preferred Securities Beneficial Owners
pursuant to Section 9.7, the Administrative Trustees shall give all such notices
and communications specified herein to be given to the Trust Preferred
Securities Beneficial Owners to the Clearing Agency, and shall have no notice
obligations to the Trust Preferred Securities Beneficial Owners.

         Section 9.6   APPOINTMENT OF SUCCESSOR CLEARING AGENCY. If any Clearing
Agency elects to discontinue its services as securities depositary with respect
to the Trust Preferred Securities, the Administrative Trustees may, in their
sole discretion, appoint a successor Clearing Agency with respect to such Trust
Preferred Securities.

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         Section 9.7   DEFINITIVE TRUST PREFERRED SECURITIES CERTIFICATES. If:

               (a)  a Clearing Agency elects to discontinue its services as
securities depositary with respect to the Trust Preferred Securities and a
successor Clearing Agency is not appointed within 90 days after such
discontinuance pursuant to Section 9.6;

               (b)  a Clearing Agency ceases to be a clearing agency under the
Exchange Act; or

               (c)  the Administrative Trustees elect after consultation with
the Sponsor to terminate the book entry system through the Clearing Agency with
respect to the Trust Preferred Securities,

then:

                    (i) Definitive Trust Preferred Securities Certificates shall
         be prepared by the Administrative Trustees on behalf of the Trust with
         respect to such Trust Preferred Securities; and

                    (ii) upon surrender of the Global Certificate(s) by the
         Clearing Agency, accompanied by registration instructions, the
         Administrative Trustees shall cause Definitive Trust Preferred
         Securities Certificates to be delivered to Trust Preferred Securities
         Beneficial Owners in accordance with the instructions of the Clearing
         Agency. Neither the Trustees nor the Trust shall be liable for any
         delay in delivery of such instructions and each of them may
         conclusively rely on and shall be protected in relying on, said
         instructions of the Clearing Agency. The Definitive Trust Preferred
         Securities Certificates may be printed, lithographed or engraved or may
         be produced in any other manner as is reasonably acceptable to the
         Administrative Trustees, as evidenced by their execution thereof, and
         may have such letters, numbers, notations or other marks of
         identification or designation and such legends or endorsements required
         by law, agreements to which the Trust is subject, if any, any rule or
         regulation of any stock exchange on which the Trust Preferred
         Securities may be listed, or usage (provided that any such notation,
         legend or endorsement is in a form acceptable to the Trust). The Trust,
         at the direction of the Sponsor, shall furnish any such legend not
         contained in Exhibit A-1 to the Property Trustee in writing.

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         Section 9.8   MUTILATED, DESTROYED, LOST OR STOLEN CERTIFICATES. If:

               (a)  any mutilated Certificates should be surrendered to the
Administrative Trustees, or if the Administrative Trustees shall receive
evidence to their satisfaction of the destruction, loss or theft of any
Certificate; and

               (b)  there shall be delivered to the Administrative Trustees such
security or indemnity as may be required by them to keep each of them harmless,
then, in the absence of notice that such Certificate shall have been acquired by
a bona fide purchaser, any Administrative Trustee on behalf of the Trust shall
execute and deliver, in exchange for or in lieu of any such mutilated,
destroyed, lost or stolen Certificate, a new Certificate of like denomination.
In connection with the issuance of any new Certificate under this Section 9.8,
the Administrative Trustees may require the payment of a sum sufficient to cover
any tax or other governmental charge that may be imposed in connection
therewith. Any duplicate Certificate issued pursuant to this Section 9.8 shall
constitute conclusive evidence of an ownership interest in the relevant
Securities, as if originally issued, whether or not the lost, stolen or
destroyed Certificate shall be found at any time.

                                    ARTICLE X

                           LIMITATION OF LIABILITY OF
                    HOLDERS OF SECURITIES, TRUSTEES OR OTHERS

         Section 10.1  LIABILITY.

               (a)  Except as expressly set forth in this Declaration, the Trust
Preferred Securities Guarantee, the Trust Common Securities Guarantee and the
Terms, the Sponsor shall not be:

                    (i)  personally liable for the return of any portion of the
         capital contributions (or any return thereon) of the Holders of the
         Securities which shall be made solely from assets of the Trust; or

                    (ii)  required to pay to the Trust or to any Holder of
         Securities any deficit upon dissolution of the Trust or otherwise.

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               (b)  The Holder of the Trust Common Securities shall be liable
for all of the debts and obligations of the Trust (other than with respect to
the Securities) to the extent not satisfied out of the Trust's assets.

               (c)  Pursuant to sections 3803(a) of the Business Trust Act, the
Holders of the Trust Preferred Securities shall be entitled to the same
limitation of personal liability extended to stockholders of private
corporations for profit organized under the General Corporation Law of the State
of Delaware.

         Section 10.2  EXCULPATION.

               (a)  No Indemnified Person shall be liable, responsible or
accountable in damages or otherwise to the Trust or any Covered Person for any
loss, damage or claim incurred by reason of any act or omission performed or
omitted by such Indemnified Person in good faith on behalf of the Trust and in a
manner such Indemnified Person reasonably believed to be within the scope of the
authority conferred on such Indemnified Person by this Declaration or by law,
except that an Indemnified Person shall be liable for any such loss, damage or
claim incurred by reason of such Indemnified Person's gross negligence (or, in
the case of the Property Trustee, negligence) or willful misconduct with respect
to such acts or omissions.

               (b)  An Indemnified Person shall be fully protected in relying in
good faith upon the records of the Trust and upon such information, opinions,
reports or statements presented to the Trust by any Person as to matters the
Indemnified Person reasonably believes are within such other Person's
professional or expert competence and who, if selected by such Indemnified
Person, has been selected with reasonable care by or on behalf of the Trust,
including information, opinions, reports or statements as to the value and
amount of the assets, liabilities, profits, losses, or any other facts pertinent
to the existence and amount of assets from which Distributions to Holders of
Securities might properly be paid.

         Section 10.3  FIDUCIARY DUTY.

               (a)  To the extent that, at law or in equity, an Indemnified
Person has duties (including fiduciary duties) and liabilities relating thereto
to the Trust or to any other Covered Person, an Indemnified Person acting under
this Declaration shall not be liable to the Trust or to any other Covered Person
for its good faith reliance on the provisions of this Declaration. The
provisions of this Declaration, to the extent that they restrict the duties and
liabilities of an Indemnified Person otherwise existing at law or in equity
(other than the duties imposed on the Property Trustee under the Trust Indenture
ct), are agreed by the parties hereto to replace such other duties and
liabilities of such Indemnified Person.

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               (b)  Unless otherwise expressly provided herein:

                    (i)  whenever a conflict of interest exists or arises
         between an Indemnified Person and any Covered Person; or

                    (ii)  whenever this Declaration or any other agreement
         contemplated herein or therein provides that an Indemnified Person
         shall act in a manner that is, or provides terms that are, fair and
         reasonable to the Trust or any Holder of Securities, the Indemnified
         Person shall resolve such conflict of interest, take such action or
         provide such terms, considering in each case the relative interest of
         each party (including its own interest) to such conflict, agreement,
         transaction or situation and the benefits and burdens relating to such
         interests, any customary or accepted industry practices, and any
         applicable generally accepted accounting practices or principles. In
         the absence of bad faith by the Indemnified Person, the resolution,
         action or term so made, taken or provided by the Indemnified Person
         shall not constitute a breach of this Declaration or any other
         agreement contemplated herein or of any duty or obligation of the
         Indemnified Person at law or in equity or otherwise.

               (c)  Whenever in this Declaration an Indemnified Person is
permitted or required to make a decision:

                    (i)  in its "discretion" or under a grant of similar
         authority, the Indemnified Person shall be entitled to consider such
         interests and factors as it desires, including its own interests, and
         shall have no duty or obligation to give any consideration to any
         interest of or factors affecting the Trust or any other Person; or

                    (ii)  in its "good faith" or under another express standard,
         the Indemnified Person shall act under such express standard and shall
         not be subject to any other or different standard imposed by this
         Declaration or by applicable law.

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         Section 10.4  INDEMNIFICATION.

               (a)  (i) The Debenture Issuer shall indemnify, to the full extent
permitted by law, any Company Indemnified Person who was or is a party or is
threatened to be made a party to any threatened, pending or completed action,
suit or proceeding, whether civil, criminal, administrative or investigative
(other than an action by or in the right of the Trust) by reason of the fact
that he is or was a Company Indemnified Person against expenses (including
attorneys' fees), judgments, fines and amounts paid in settlement actually and
reasonably incurred by him in connection with such action, suit or proceeding if
he acted in good faith and in a manner he reasonably believed to be in or not
opposed to the best interests of the Trust, and, with respect to any criminal
action or proceeding, had no reasonable cause to believe his conduct was
unlawful. The termination of any action, suit or proceeding by judgment, order,
settlement, conviction, or upon a plea of nolo contendere or its equivalent,
shall not, of itself, create a presumption that the Company Indemnified Person
did not act in good faith and in a manner which he reasonably believed to be in
or not opposed to the best interests of the Trust, and, with respect to any
criminal action or proceeding, had reasonable cause to believe that his conduct
was unlawful.

                    (ii)  The Debenture Issuer shall indemnify, to the full
         extent permitted by law, any Company Indemnified Person who was or is a
         party or is threatened to be made a party to any threatened, pending or
         completed action or suit by or in the right of the Trust to procure a
         judgment in its favor by reason of the fact that he is or was a Company
         Indemnified Person against expenses (including attorneys' fees)
         actually and reasonably incurred by him in connection with the defense
         or settlement of such action or suit if he acted in good faith and in a
         manner he reasonably believed to be in or not opposed to the best
         interests of the Trust and except that no such indemnification shall be
         made in respect of any claim, issue or matter as to which such Company
         Indemnified Person shall have been adjudged to be liable to the Trust
         unless and only to the extent that the Court of Chancery of Delaware or
         the court in which such action or suit was brought shall determine upon
         application that, despite the adjudication of liability but in view of
         all the circumstances of the case, such person is fairly and reasonably
         entitled to indemnity for such expenses which such Court of Chancery or
         such other court shall deem proper.

                    (iii)  To the extent that a Company Indemnified Person shall
         be successful on the merits or otherwise (including dismissal of an
         action without prejudice or the settlement of an action without
         admission of liability) in defense of any action, suit or proceeding
         referred to in paragraphs (i) and (ii) of this Section 10.4(a), or in
         defense of any claim, issue or matter therein, he shall be indemnified,
         to the full extent permitted by law, against expenses (including
         attorneys' fees) actually and reasonably incurred by him in connection
         therewith.

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                    (iv)   Any indemnification under paragraphs (i) and (ii) of
         this Section 10.4(a) (unless ordered by a court) shall be made by the
         Debenture Issuer only as authorized in the specific case upon a
         determination that indemnification of the Company Indemnified Person is
         proper in the circumstances because he has met the applicable standard
         of conduct set forth in paragraphs (i) and (ii). Such determination
         shall be made (1) by the Administrative Trustees by a majority vote of
         a quorum consisting of such Administrative Trustees who were not
         parties to such action, suit or proceeding, (2) if such a quorum is not
         obtainable, or, even if obtainable, if a quorum of disinterested
         Administrative Trustees so directs, by independent legal counsel in a
         written opinion, or (3) by the Holder of the Trust Common Securities.

                    (v)    Expenses (including attorneys' fees) incurred by a
         Company Indemnified Person in defending a civil, criminal,
         administrative or investigative act ion, suit or proceeding referred to
         in paragraphs (i) and (ii) of this Section 10.4(a) shall be paid by the
         Debenture Issuer in advance of the final disposition of such action,
         suit or proceeding upon receipt of an undertaking by or on behalf of
         such Company Indemnified Person to repay such amount if it shall
         ultimately be determined that he is not entitled to be indemnified by
         the Debenture Issuer as authorized in this Section 10.4(a).
         Notwithstanding the foregoing, no advance shall be made by the
         Debenture Issuer if a determination is reasonably and promptly made (i)
         by the Administrative Trustees by a majority vote of a quorum of
         disinterested Administrative Trustees, (ii) if such a quorum is not
         obtainable, or, even if obtainable, if a quorum of disinterested
         Administrative Trustees so directs, by independent legal counsel in a
         written opinion or (iii) the Holder of the Trust Common Securities,
         that, based upon the facts known to the Administrative Trustees,
         counsel or the Holder of the Trust Common Securities at the time such
         determination is made, such Company Indemnified Person acted in bad
         faith or in a manner that such person did not believe to be in or not
         opposed to the best interests of the Trust, or, with respect to any
         criminal proceeding, that such Company Indemnified Person believed or
         had reasonable cause to believe his conduct was unlawful. In no event
         shall any advance be made in instances where the Administrative
         Trustees, independent legal counsel or Holder of Trust Common
         Securities reasonably determine that such person deliberately breached
         his duty to the Trust or the Holders of Trust Common Securities or
         Trust Preferred Securities Holders.

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                    (vi)   The indemnification and advancement of expenses
         provided by, or granted pursuant to, the other paragraphs of this
         Section 10.4(a) shall not be deemed exclusive of any other rights to
         which those seeking indemnification and advancement of expenses may be
         entitled under any agreement, vote of stockholders or disinterested
         directors of the Debenture Issuer or Trust Preferred Securities Holders
         of the Trust or otherwise, both as to action in his official capacity
         and as to action in another capacity while holding such office. All
         rights to indemnification under this Section 10.4(a) shall be deemed to
         be provided by a contract between the Debenture Issuer and each Company
         Indemni fied Person who serves in such capacity at any time while this
         Section 10.4(a) is in effect. Any repeal or modification of this
         Section 10.4(a) shall not affect any rights or obligations then
         existing.

                    (vii)  The Debenture Issuer or the Trust may purchase and
         maintain insurance on behalf of any person who is or was a Company
         Indemnified Person against any liability asserted against him and
         incurred by him in any such capacity, or arising out of his status as
         such, whether or not the Debenture Issuer would have the power to
         indemnify him against such liability under the provisions of this
         Section 10.4(a).

                    (viii) For purposes of this Section 10.4(a), references to
         "the Trust" shall include, in addition to the resulting or surviving
         entity, any constituent entity (including any constituent of a
         constituent) absorbed in a consolidation or merger, so that any person
         who is or was a director, trustee, officer or employee of such
         constituent entity, or is or was serving at the request of such
         constituent entity as a director, trustee, officer, employee or agent
         of another entity, shall stand in the same position under the
         provisions of this Section 10.4(a) with respect to the resulting or
         surviving entity as he would have with respect to such constituent
         entity if its separate existence had continued.

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                    (ix)   The indemnification and advancement of expenses
         provided by, or granted pursuant to, this Section 10.4(a) shall, unless
         otherwise provided when authorized or ratified, continue as to a person
         who has ceased to be a Company Indemnified Person and shall inure to
         the benefit of the heirs, executors and administrators of such a
         person.

               (b)  The Debenture Issuer agrees to indemnify the (i) Property
Trustee, (ii) the Delaware Trustee, (iii) any Affiliate of the Property Trustee
and the Delaware Trustee, and (iv) any officers, directors, shareholders,
members, partners, employees, representatives, custodians, nominees or agents of
the Property Trustee and the Delaware Trustee (each of the Persons in (i)
through (iv), including the Property Trustee and the Delaware Trustee in their
respective individual capacities, being referred to as a "Fiduciary Indemnified
Person") for, and to hold each Fiduciary Indemnified Person harmless against,
any and all loss, liability or expense including taxes (other than taxes based
on the income of such Fiduciary Indemnified Person) incurred without negligence
or bad faith on its part, arising out of or in connection with the acceptance or
administra tion or the trust or trusts hereunder, including the costs and
expenses (including reasonable legal fees and expenses) of defending itself
against or investigating any claim or liability in connection with the exercise
or performance of any of its powers or duties hereunder. The obligation to
indemnify as set forth in this Section 10.4(b) shall survive the resignation or
removal of the Property Trustee or the Delaware Trustee and shall survive the
satisfaction and discharge of this Declaration.

         Section 10.5  OUTSIDE BUSINESSES. Any Covered Person, the Sponsor, the
Delaware Trustee and the Property Trustee may engage in or possess an interest
in other business ventures of any nature or description, independently or with
others, similar or dissimilar to the business of the Trust, and the Trust and
the Holders of Securities shall have no rights by virtue of this Declaration in
and to such independent ventures or the income or profits derived therefrom, and
the pursuit of any such venture, even if competitive with the business of the
Trust, shall not be deemed wrongful or improper. No Covered Person, the Sponsor,
the Delaware Trustee, or the Property Trustee shall be obligated to present any
particular investment or other opportunity to the Trust even if such opportunity
is of a character that, if presented to the Trust, could be taken by the Trust,
and any Covered Person, the Sponsor, the Delaware Trustee and the Property
Trustee shall have the right to take for its own account (individually or as a
partner or fiduciary) or to recommend to others any such particular investment
or other opportu nity. Any Covered Person, the Delaware Trustee and the Property
Trustee may engage or be interested in any financial or other transaction with
the Sponsor or any Affiliate of the Sponsor, or may act as depositary for,
trustee or agent for, or act on any committee or body of holders of, securities
or other obligations of the Sponsor or its Affiliates.

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         Section 10.6  COMPENSATION; FEES. The Sponsor agrees to pay to each of
the Property Trustee and the Delaware Trustee such compensation, as may be
agreed to by the Sponsor in writing, for all services rendered by such Trustee
hereunder (which compensation shall not be limited by any provision of law in
regard to the compensation of a trustee of an express trust) including
compensation for services rendered up to the time of any removal or resignation
of such Trustee.

         To the fullest extent permitted by law, the parties intend that the
provisions of Section 3561 of Title 12 of the Delaware Code shall not apply to
the Trust and that the compensation payable hereby shall not be subject to
review by any court of competent jurisdiction, whether pursuant to Section 3560
of Title 12 of the Delaware Code or otherwise.

         The provisions of this Section 10.6 shall survive the termination of
the Trust and the satisfaction and discharge of this Declaration and the removal
or resignation of any Trustee.

                                   ARTICLE XI

                                   ACCOUNTING

         Section 11.1  FISCAL YEAR. The fiscal year ("Fiscal Year") of the Trust
shall be the calendar year, or such other year as is required by the Code.

         Section 11.2  CERTAIN ACCOUNTING MATTERS.

               (a)  At all times during the existence of the Trust, the
Administrative Trustees shall keep, or cause to be kept, full books of account,
records and supporting documents, which shall reflect in reasonable detail, each
transaction of the Trust. The books of account shall be maintained on the
accrual method of accounting, in accordance with generally accepted accounting
principles, consistently applied. The Trust shall use the accrual method of
accounting for United States federal income tax purposes. The books of account
and the records of the Trust shall be examined by and reported upon as of the
end of each Fiscal Year by a firm of independent certified public accountants
selected by the Administrative Trustees.

               (b)  The Administrative Trustees shall cause to be prepared and
delivered to each of the Holders of Securities, within 90 days after the end of
each Fiscal Year of the Trust, annual financial statements of the Trust,
including a balance sheet of the Trust as of the end of such Fiscal Year, and
the related statements of income or loss.

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               (c)  The Administrative Trustees shall cause to be duly prepared
and delivered to each of the Holders of Securities, any annual United States
federal income tax information statement, required by the Code, containing such
information with regard to the Securities held by each Holder as is required by
the Code and the Treasury Regulations. Notwithstanding any right under the Code
to deliver any such statement at a later date, the Administrative Trustees shall
endeavor to deliver all such statements within 30 days after the end of each
Fiscal Year of the Trust.

               (d)  The Administrative Trustees shall cause to be duly prepared
and filed with the appropriate taxing authority, an annual United States federal
income tax return, on a Form 1041 or such other form required by United States
federal income tax law, and any other annual income tax returns required to be
filed by the Administrative Trustees on behalf of the Trust with any state or
local taxing authority.

         Section 11.3  BANKING. The Trust shall maintain one or more bank
accounts in the name and for the sole benefit of the Trust; provided, however,
that all payments of funds in respect of the Debentures held by the Property
Trustee shall be made directly to the Property Trustee Account and no other
funds of the Trust shall be deposited in the Property Trustee Account. The sole
signatories for such accounts shall be designated by the Administrative
Trustees; provided, however, that the Property Trustee shall designate the
signatories for the Property Trustee Account.

         Section 11.4  WITHHOLDING. The Trust and the Administrative Trustees
shall comply with all withholding requirements under United States federal,
state and local law. The Trust shall request, and the Holders shall provide to
the Trust, such forms or certificates as are necessary to establish an exemption
from withholding with respect to each Holder, and any representations and forms
as shall reasonably be requested by the Trust to assist it in determining the
extent of, and in fulfilling, its withholding obligations. The Administrative
Trustee shall file required forms with applicable jurisdictions and, unless an
exemption from withholding is properly established by a Holder, shall remit
amounts withheld with respect to the Holder to applicable jurisdictions. To the
extent that the Trust is required to withhold and pay over any amounts to any
authority with respect to distributions or allocations to any Holder, the amount
withheld shall be deemed to be a distribution in the amount of the withholding
to the Holder. In the event of any claimed overwithholding, Holders shall be
limited to an action against the applicable jurisdiction. If the amount required
to be withheld was not withheld from actual Distributions made, the Trust may
reduce subsequent Distributions by the amount of such withholding.

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                                   ARTICLE XII

                             AMENDMENTS AND MEETINGS

         Section 12.1  AMENDMENTS.

               (a)  Except as otherwise provided in this Declaration or by any
applicable terms of the Securities, this Declaration may only be amended by a
written instrument approved and executed by:

                    (i)  the Administrative Trustees (or, if there are more than
         two Administrative Trustees a majority of the Administrative Trustees);

                    (ii)  if the amendment affects the rights, powers, duties,
         obligations or immunities of the Property Trustee, the Property
         Trustee;

                    (iii)  if the amendment affects the rights, powers, duties,
         obligations or immunities of the Delaware Trustee, the Delaware
         Trustee; and

                    (iv)  if the amendment affects the rights, powers, duties,
         obligations or immunities of the Sponsor, the Sponsor.

               (b)  No amendment shall be made, and any such purported amendment
shall be void and ineffective:

                    (i)  unless, in the case of any proposed amendment, the
         Property Trustee shall have first received an Officers' Certificate
         from each of the Trust and the Sponsor that such amendment is permitted
         by, and conforms to, the terms of this Declaration (including the terms
         of the Securities); and if the proposed amendment affects the rights,
         powers, duties, obligations or immunities of the Property Trustee, the
         Property Trustee shall have first received an opinion of counsel (who
         may be counsel to the Sponsor or the Trust) that such amendment is
         permitted by, and conforms to, the terms of this Declaration (including
         the terms of the Securities); and

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                    (ii) to the extent the result of such amendment would be to:

                           (A) cause the Trust to fail to continue to be
               classified for purposes of United States federal income taxation
               as a grantor trust;

                           (B) reduce or otherwise adversely affect the powers
               of the Property Trustee in contravention of the Trust Indenture
               Act; or

                           (C) cause the Trust to be deemed to be an Investment
               Company that is required to be registered under the Investment
               Company Act;

               (c)  At such time after the Trust has issued any Securities that
remain outstanding, any amendment that would adversely affect the rights,
privileges or preferences of any Holder of Securities may be effected only with
such additional requirements as may be set forth in the terms of such
Securities;

               (d)  Section 10.1(c) and this Section 12.1 shall not be amended
without the consent of all of the Holders of the Securities;

               (e)  Article IV shall not be amended without the consent of the
Holders of a Majority in liquidation amount of the Trust Common Securities;

               (f)  The rights of the holders of the Trust Common Securities
under Article V to increase or decrease the number of, and appoint and remove
Trustees shall not be amended without the consent of the Holders of a Majority
in liquidation amount of the Trust Common Securities; and

               (g)  Subject to Section 12.1(c), this Declaration may be amended
without the consent of the Holders of the Securities to:

                              (i)  cure any ambiguity;

                              (ii)  correct or supplement any provision in this
         Declaration that may be defective or inconsistent with any other
         provision of this Declaration;

                              (iii)  add to the covenants, restrictions or
         obligations of the Sponsor;

                                       55
<Page>

                              (iv) conform to any change in Rule 3a-5 or written
         change in interpretation or application of Rule 3a-5 by any legislative
         body, court, government agency or regulatory authority which amendment
         does not have a material adverse effect on the rights, preferences or
         privileges of the Holders; and

                              (v) modify, eliminate or add to any provisions of
         the Declaration to such extent as shall be necessary to ensure that the
         Trust will be classified for United States federal income tax purposes
         as a grantor trust at all times that any Securities are outstanding or
         to ensure that the Trust will not be required to register as an
         Investment Company under the Investment Company Act;

provided, that in the case of clause (i) and clause (ii), such actions shall not
adversely affect in any material respect the interests of the Holders, and any
amendments of this Declaration shall become effective when notice thereof is
given to the Holders.

         Section 12.2  MEETINGS OF THE HOLDERS OF SECURITIES; ACTION BY WRITTEN
CONSENT.

               (a)  Meetings of the Holders of any class of Securities may be
called at any time by the Administrative Trustees (or as provided in the terms
of the Securities) to consider and act on any matter on which Holders of such
class of Securities are entitled to act under the terms of this Declaration, the
terms of the Securities or the rules of any stock exchange on which the Trust
Preferred Securities are listed or admitted for trading. The Administrative
Trustees shall call a meeting of the Holders of such class if directed to do so
by the Holders of at least 10% in liquidation amount of such class of
Securities. Such direction shall be given by delivering to the Administrative
Trustees one or more calls in a writing stating that the signing Holders of
Securities wish to call a meeting and indicating the general or specific purpose
for which the meeting is to be called. Any Holders of Securities calling a
meeting shall specify in writing the Certificates held by the Holders of
Securities exercising the right to call a meeting and only those Securities so
specified shall be counted for purposes of determining whether the required
percentage set forth in the second sentence of this paragraph has been met.

               (b)  Except to the extent otherwise provided in the terms of the
Securities, the following provisions shall apply to meetings of Holders of
Securities:

                                       56
<Page>

                    (i)  notice of any such meeting shall be given to all the
         Holders of Securities having a right to vote thereat at least 7 days
         and not more than 60 days before the date of such meeting. Whenever a
         vote, consent or approval of the Holders of Securities is permitted or
         required under this Declaration or the rules of any stock exchange or
         over the counter market on which the Trust Preferred Securities are
         listed or admitted for trading, such vote, consent or approval may be
         given at a meeting of the Holders of Securities. Any action that may be
         taken at a meeting of the Holders of Securities may be taken without a
         meeting if a consent in writing setting forth the action so taken is
         signed by the Holders of Securities owning not less than the minimum
         amount of Securities in liquidation amount that would be necessary to
         authorize or take such action at a meeting at which all Holders of
         Securities having a right to vote thereon were present and voting.
         Prompt notice of the taking of action without a meeting shall be given
         to the Holders of Securities entitled to vote who have not consented in
         writing. The Administrative Trustees may specify that any written
         ballot submitted to the Security Holders for the purpose of taking any
         action without a meeting shall be returned to the Trust within the time
         specified by the Administrative Trustees;

                    (ii)  each Holder of a Security may authorize any Person to
         act for it by proxy on all matters in which a Holder of Securities is
         entitled to participate, including waiving notice of any meeting, or
         voting or participating at a meeting. No proxy shall be valid after the
         expiration of 11 months from the date thereof unless otherwise provided
         in the proxy. Every proxy shall be revocable at the pleasure of the
         Holder of Securities executing it. Except as otherwise provided herein,
         all matters relating to the giving, voting or validity of proxies shall
         be governed by the General Corporation Law of the State of Delaware
         relating to proxies, and judicial interpretations thereunder, as if the
         Trust were a Delaware corporation and the Holders of the Securities
         were stockholders of a Delaware corporation;

                    (iii) each meeting of the Holders of the Securities shall be
         conducted by the Administrative Trustees or by such other Person that
         the Administrative Trustees may designate; and

                    (iv)  unless the Business Trust Act, this Declaration, the
         terms of the Securities, the Trust Inden ture Act or the listing rules
         of any stock exchange on which the Trust Preferred Securities are then
         listed or trading provide otherwise, the Administrative Trustees, in
         their sole discretion, shall establish all other provisions relating to
         meetings of Holders of Securities, including notice of the time, place
         or purpose of any meeting at which any matter is to be voted on by any
         Holders of Securities, waiver of any such notice, action by consent
         without a meeting, the establishment of a record date, quorum require
         ments, voting in person or by proxy or any other matter with respect to
         the exercise of any such right to vote.

                                                 57
<Page>

                                  ARTICLE XIII

                       REPRESENTATIONS OF PROPERTY TRUSTEE
                              AND DELAWARE TRUSTEE

          Section 13.1  REPRESENTATIONS AND WARRANTIES OF PROPERTY TRUSTEE. The
Property Trustee that acts as initial Property Trustee represents and warrants
to the Trust and to the Sponsor at the date of this Declaration, and each
Successor Property Trustee represents and warrants to the Trust and the Sponsor
at the time of the Successor Property Trustee's acceptance of its appointment as
Property Trustee that:

               (a)  the Property Trustee is a banking corporation with trust
powers, duly organized, validly existing and in good standing under the laws of
Iowa, with trust power and authority to execute and deliver, and to carry out
and perform its obligations under the terms of, this Declaration.

               (b)  The execution, delivery and performance by the Property
Trustee of the Declaration has been duly authorized by all necessary corporate
action on the part of the Property Trustee. The Declaration has been duly
executed and delivered by the Property Trustee, and constitutes a legal, valid
and binding obligation of the Property Trustee, enforceable against it in
accordance with its terms, subject to applicable bankruptcy, reorganization,
moratorium, insolvency, and other similar laws affecting creditors' rights
generally and to general principles of equity and the discretion of the court
(regardless of whether the enforcement of such remedies is considered in a
proceeding in equity or at law).

               (c)  The execution, delivery and performance of the Declaration
by the Property Trustee does not conflict with or constitute a breach of the
certificate of incorporation or By-laws of the Property Trustee.

               (d)  At the Closing Date, the Property Trustee will be the record
holder of the Debentures and the Property Trustee has not knowingly created any
liens or encumbrances on such Debentures.

                                       58
<Page>

               (e)  The Property Trustee satisfies the qualifications set forth
in Section 5.3.

               (f)  No consent, approval or authorization of, or registration
with or notice to, any Iowa, State or Federal banking authority is required for
the execution, delivery or performance by the Property Trustee, of the
Declaration.

         Section 13.2  REPRESENTATIONS AND WARRANTIES OF DELAWARE TRUSTEE. The
Trustee that acts as initial Delaware Trustee represents and warrants to the
Trust and to the Sponsor at the date of this Declaration and at the time of
Closing, and each Successor Delaware Trustee represents and warrants to the
Trust and the Sponsor at the time of the Successor Delaware Trustee's acceptance
of its appointment as Delaware Trustee that:

               (a)  The Delaware Trustee is duly organized, validly existing and
in good standing as a national banking association under the federal laws of the
United States of America, with trust power and authority to execute and deliver,
and to carry out and perform its obligations under the terms of, the
Declaration.

               (b)  The execution, delivery and performance by the Delaware
Trustee of the Declaration has been duly authorized by all necessary corporate
action on the part of the Delaware Trustee. The Declaration has been duly
executed and delivered by the Delaware Trustee, and constitutes a legal, valid
and binding obligation of the Delaware Trustee, enforceable against it in
accordance with its terms, subject to applicable bankruptcy, reorganization,
moratorium, insolvency, and other similar laws affecting creditors' rights
generally and to general principles of equity and the discretion of the court
(regardless of whether the enforcement of such remedies is considered in a
proceeding in equity or at law).

               (c)  The execution, delivery and performance of the Declaration
by the Delaware Trustee does not conflict with or constitute a breach of the
articles of association or by-laws of the Delaware Trustee.

               (d)  No consent, approval or authorization of, or registration
with or notice to, any Delaware State or Federal banking authority is required
to be made, obtained or given, as the case may be, by the Delaware Trustee for
the execution, delivery or performance by the Delaware Trustee, of this
Declaration.

               (e)  The Delaware Trustee is an entity which has its principal
place of business in the State of Delaware.

                                       59
<Page>

               (f)  The Delaware Trustee has been authorized to perform its
obligations under the Certificate of Trust and the Declaration.

                                   ARTICLE XIV

                                  MISCELLANEOUS

         Section 14.1  NOTICES. All notices provided for in this Declaration
shall be in writing, duly signed by the party giving such notice, and shall be
delivered, sent by facsimile or mailed by first class mail, as follows:

               (a)  if given to the Trust, in care of the Administrative
Trustees at the Trust's mailing address set forth below (or such other address
as the Trust may give notice of to the Holders of the Securities):

                    c/o American Equity Investment Life Holding Company
                    5000 Westown Parkway, Suite 440
                    West Des Moines, Iowa  50266
                    Phone:  515-457-1824
                    Fax:  515-221-9989

               (b)  if given to the Property Trustee, at the mailing address set
forth below (or such other address as the Property Trustee may give notice of to
the Holders of the Securities):

                    First Union Trust Company, National Association
                    One Rodney Square, Suite 102
                    920 King Street
                    Wilmington, DE 19801
                    Attn:  Corporate Trust Administration
                    Phone:  302-888-7506
                    Fax:  302-888-7544

               (c)  if given to the Delaware Trustee, at the mailing address set
forth below (or such other address as the Delaware Trustee may give notice of to
the Holders of the Securities):

                                                 60
<Page>

                    First Union Trust Company, National Association
                    One Rodney Square, Suite 102
                    920 King Street
                    Wilmington, DE 19801
                    Attn:  Corporate Trust Administration
                    Phone:  302-888-7506
                    Fax:  302-888-7544

               (d)  if given to the Holder of the Trust Common Securities, at
the mailing address of the Sponsor set forth below (or such other address as the
Holder of the Trust Common Securities may give notice to the Trust):

                    American Equity Investment Life Holding Company
                    5000 Westown Parkway, Suite 440
                    West Des Moines, Iowa  50266
                    Phone:  515-457-1824
                    Fax:  515-221-9989

               (e)  if given to any other Holder, at the address set forth on
the books and records of the Trust.

         All such notices shall be deemed to have been given when received in
person, telecopied with receipt confirmed, or mailed by first class mail,
postage prepaid except that if a notice or other document is refused delivery or
cannot be delivered because of a changed address of which no notice was given,
such notice or other document shall be deemed to have been delivered on the date
of such refusal or inability to deliver.

         Section 14.2  GOVERNING LAW. This Declaration and the rights of the
parties hereunder shall be governed by and interpreted in accordance with the
laws of the State of Delaware and all rights and remedies shall be governed by
such laws without regard to principles of conflict of laws.

         Section 14.3  INTENTION OF THE PARTIES. It is the intention of the
parties hereto that the Trust be classified for United States federal income tax
purposes as a grantor trust. The provisions of this Declaration shall be
interpreted to further this intention of the parties.

         Section 14.4  HEADINGS. Headings contained in this Declaration are
inserted for convenience of reference only and do not affect the interpretation
of this Declaration or any provision hereof.

                                       61
<Page>

         Section 14.5  SUCCESSORS AND ASSIGNS. Whenever in this Declaration any
of the parties hereto is named or referred to, the successors and assigns of
such party shall be deemed to be included, and all covenants and agreements in
this Declaration by the Sponsor and the Trustees shall bind and inure to the
benefit of their respective successors and assigns, whether so expressed.

         Section 14.6  PARTIAL ENFORCEABILITY. If any provision of this
Declaration, or the application of such provision to any Person or circumstance,
shall be held invalid, the remainder of this Declaration, or the application of
such provision to persons or circumstances other than those to which it is held
invalid, shall not be affected thereby.

         Section 14.7  COUNTERPARTS. This Declaration may contain more than one
counterpart of the signature page and this Declaration may be executed by the
affixing of the signature of each of the Trustees to one of such counterpart
signature pages. All of such counterpart signature pages shall be read as though
one, and they shall have the same force and effect as though all of the signers
had signed a single signature page.

                                       62
<Page>

         IN WITNESS WHEREOF, the undersigned has caused these presents to be
executed as of the day and year first above written.

                                        DEBRA J. RICHARDSON,
                                        as Administrative Trustee


                                        ----------------------------------------

                                        WENDY L. CARLSON,
                                        as Administrative Trustee


                                        ----------------------------------------

                                        FIRST UNION TRUST COMPANY,
                                         NATIONAL ASSOCIATION,
                                         as Delaware Trustee

                                        By:
                                            ------------------------------------
                                        Name:
                                        Title:

                                        FIRST UNION TRUST COMPANY,
                                         NATIONAL ASSOCIATION,
                                         as Property Trustee

                                        By:
                                            ------------------------------------
                                        Name:
                                        Title:

                                        AMERICAN EQUITY INVESTMENT LIFE
                                         HOLDING COMPANY,
                                         as Sponsor

                                        By:
                                            ------------------------------------
                                        Name:
                                        Title:

                                       63
<Page>
                                                                         ANNEX I


                                    TERMS OF
                         [-]% TRUST PREFERRED SECURITIES
                          [-]% TRUST COMMON SECURITIES

         Pursuant to Section 7.1 of the Amended and Restated Declaration of
Trust, dated as of [-] (as amended from time to time, the "Declaration"), the
designation, rights, privileges, restrictions, preferences and other terms and
provisions of the Trust Preferred Securities and the Trust Common Securities are
set out below (each capitalized term used but not defined herein has the meaning
set forth in the Declaration or, if not defined in such Declaration, as defined
in the Prospectus (as defined below)):

         1.    DESIGNATION AND NUMBER.

               (a)  "Trust Preferred Securities." Up to [-] Trust Preferred
Securities of the Trust with an aggregate liquidation amount with respect to
the assets of the Trust of up to $[-] and a liquidation amount with respect
to the assets of the Trust of $25 per Trust Preferred Security, are hereby
designated for the purposes of identification only as "[-]% Trust Preferred
Securities (liquidation amount $25 per Trust Preferred Security)" (the "Trust
Preferred Securities"). The Trust Preferred Securities Certificates
evidencing the Trust Preferred Securities shall be substantially in the form
of Exhibit A-1 to the Declaration, with such changes and additions thereto or
deletions therefrom as may be required by ordinary usage, custom or practice
or to conform to the rules of any stock exchange on which the Trust Preferred
Securities are listed.

               (b)  "Trust Common Securities." Up to [-] Trust Common
Securities of the Trust with an aggregate liquidation amount with respect to
the assets of the Trust of up to $[-] and a liquidation amount with respect
to the assets of the Trust of $25 per Trust Common Security, are hereby
designated for the purposes of identification only as "[-]% Trust Common
Securities (liquidation amount $25 per Trust Common Security)" (the "Trust
Common Securities"). The Trust Common Securities Certificates evidencing the
Trust Common Securities shall be substantially in the form of Exhibit A-2 to
the Declaration, with such changes and additions thereto or deletions
therefrom as may be required by ordinary usage, custom or practice.

               (c)  The Trust Preferred Securities and the Trust Common
Securities represent undivided beneficial interests in the assets of the Trust.

               (d)  In connection with the purchase of the Securities, the
Sponsor will deposit in the Trust, and the Trust will purchase, respectively, as
trust assets, Debentures of the Sponsor having an aggregate principal amount of
up to [-] dollars ($[-]), and bearing interest at an annual rate equal to the
annual Distribution rate on the Trust Preferred Securities and Trust Common
Securities and having payment and redemption provisions which correspond to the
payment and redemption provisions of the Trust Preferred Securities and Trust
Common Securities.

                                       I-1
<Page>

         2.    DISTRIBUTIONS.

               (a)  Distributions payable on each Security will be fixed at a
rate per annum of [-]% (the "Coupon Rate") of the stated liquidation amount of
$25 per Security, such rate being the rate of interest payable on the Debentures
to be held by the Property Trustee. Distributions in arrears will bear interest
thereon compounded quarterly at the Coupon Rate (to the extent permitted by
applicable law). The term "Distributions" as used herein includes any such
interest including any Additional Interest and Compounded Interest payable
unless otherwise stated. A Distribution is payable only to the extent that
payments are made in respect of the Debentures held by the Property Trustee and
to the extent the Property Trustee has funds available therefor. The amount of
Distributions payable for any period will be computed for any full quarterly
Distribution period on the basis of a 360-day year of twelve 30-day months, and
for any period shorter than a full quarterly Distribution period for which
Distributions are computed, Distributions will be computed on the basis of the
actual number of days elapsed per 30-day month.

               (b)  Distributions on the Securities will be cumulative, will
accrue from [-] and will, except as otherwise described below, be payable
quarterly and in arrears, on the following dates, which dates correspond to
the interest payment dates on the Debentures: March 31, June 30, September 30
and December 31 of each year, commencing on [-], when, as and if available
for payment by the Property Trustee, except as otherwise described below. So
long as no Indenture Event of Default has occurred and is continuing, the
Debenture Issuer has the right under the Indenture to defer payments of
interest by extending the interest payment period from time to time on the
Debentures for successive periods not exceeding 20 consecutive quarters (each
an "Extension Period"), during which Extension Period no interest shall be
due and payable on the Debentures; provided that no Extension Period shall
last beyond the maturity of the Debentures. As a consequence of such
extension, Distributions will also be deferred. Despite such deferral,
quarterly Distributions will continue to accrue with interest thereon (to the
extent permitted by applicable law but not at a rate greater than the rate at
which interest is then accruing on the Debentures) at the Coupon Rate
compounded quarterly during any such Extension Period. Prior to the
termination of any such Extension Period, the Debenture Issuer may further
extend such Extension Period; provided, that such Extension Period together
with all such previous and further extensions thereof may not exceed 20
consecutive quarters and that such Extension Period may not extend beyond the
maturity of the Debentures. Payments of accrued Distributions will be payable
Pro Rata (as defined herein) to Holders on the first payment date following
the Extension Period. Upon the termination of any Extension Period and the
payment of all amounts then due, the Debenture Issuer may commence a new
Extension Period, subject to the above requirements. In the event that the
Debenture Issuer exercises this right, then the Debenture Issuer shall not
(i) declare or pay dividends on, or make a distribution with respect to, or
redeem or purchase or acquire, or make a liquidation payment with respect to,
any of its capital stock (other than (A) purchases or acquisitions of shares
of its common stock (or common stock equivalents) in connection with the
satisfaction by the Debenture Issuer of its obligations under any employee
benefit or agent plans or the satisfaction by the Debenture Issuer of its
obligations pursuant to any contract or security requiring the Debenture
Issuer to purchase shares of its common stock (or common stock equivalents),
(B) purchases of shares of its common stock (or common stock equivalents)
from officers or employees of the Debenture Issuer or its subsidiaries upon
termination of employment or retirement not pursuant to any obligation under
any contract or security requiring the Debenture Issuer to purchase shares of
its common stock (or common stock equivalents), (C) as a result of a
reclassification of the Debenture Issuer's capital stock or the exchange or
conversion of one class or series of the Debenture Issuer's capital stock for
another class or series of the Debenture Issuer's capital stock, (D)
dividends or distributions of shares of its common stock on its common stock
or (E) the purchase of fractional interests in shares of the Debenture
Issuer's capital stock pursuant to the conversion or exchange provisions of
such capital stock or the security being converted or exchanged), (ii) make
any payment of principal (and premium, if any) or interest on or repay,
repurchase or redeem any debt securities (including guarantees) issued by the
Debenture Issuer that rank PARI PASSU with or junior to the Debentures and
(iii) make any guarantee payments with respect to any of the foregoing (other
than pursuant to the Trust Preferred Securities Guarantee).

                                      I-2
<Page>

               (c)  Distributions on the Securities will be payable to the
Holders thereof as they appear on the books and records of the Trust on the
relevant record dates. While the Trust Preferred Securities remain in book-entry
only form, the relevant record dates shall be one Business Day prior to the
relevant payment dates, which payment dates correspond to the interest payment
dates on the Debentures. Subject to any applicable laws and regulations and the
provisions of the Declaration, each such payment in respect of the Trust
Preferred Securities will be made as described under the heading "Certain Terms
of the Preferred Securities - Book-Entry-Only Issuance - DTC" in the Prospectus
dated [-], 2001 (the "Prospectus"), of the Trust including in the Registration
Statement on Form S-1 of the Sponsor and the Trust. The relevant record dates
for the Trust Common Securities shall be the same record dates as for the Trust
Preferred Securities. If the Trust Preferred Securities shall not continue to
remain in book-entry only form, the relevant record dates for the Trust
Preferred Securities shall conform to the rules of any securities exchange on
which the securities are listed and, if none, shall be selected by the
Administrative Trustees, which dates shall be at least one Business Day but less
than 60 Business Days before the relevant payment dates, which payment dates
correspond to the interest payment dates on the Debentures. Distributions
payable on any Securities that are not punctually paid on any Distribution
payment date, as a result of the Debenture Issuer having failed to make a
payment under the Debentures, will cease to be payable to the Person in whose
name such Securities are registered on the relevant record date, and such
defaulted Distribution will instead be payable to the Person in whose name such
Securities are registered on the special record date or other specified date
determined in accordance with the Indenture. Distributions on the Securities
shall be paid on a Pro Rata basis to Holders thereof entitled thereto. If any
date on which Distributions are payable on the Securities is not a Business Day,
then payment of the Distribution payable on such date will be made on the next
succeeding day that is a Business Day (and without any distribution or other
payment in respect of any such delay) except that, if such Business Day is in
the next succeeding calendar year, such payment shall be made on the immediately
preceding Business Day, in each case with the same force and effect as if made
on such date.

                                      I-3
<Page>

               (d)  If at any time while the Property Trustee is the Holder of
any Debentures, the Trust or the Property Trustee is required to pay any taxes,
duties, assessments or governmental charges of whatever nature (other than
withholding taxes) imposed by the United States, or any other taxing authority,
then, in any such case, the Debenture Issuer will pay as additional interest on
the Debentures held by the Property Trustee, such amounts as shall be required
so that the net amounts received and retained by the Trust and the Property
Trustee after paying any such taxes, duties, assessments or other governmental
charges will be not less than the amounts the Trust and the Property Trustee
would have received had no such taxes, duties, assessments or other governmental
charges been imposed.

               (e)  In the event that there is any money or other property held
by or for the Trust that is not accounted for hereunder, such property shall be
distributed Pro Rata among the Holders of the Securities.

         3.    LIQUIDATION DISTRIBUTION UPON DISSOLUTION.

         In the event of any voluntary or involuntary dissolution, winding-up or
termination of the Trust (each a "Liquidation") the then Holders of the
Securities on the date of the Liquidation will be entitled to receive Pro Rata
out of the assets of the Trust available for distribution to Holders of
Securities after satisfaction of liabilities of creditors, distributions in an
amount equal to the aggregate of the stated liquidation amount of $25 per
Security plus accrued and unpaid Distributions thereon to the date of payment
(such amount being the "Liquidation Distribution"), unless, in connection with a
Liquidation related to a Special Event, Debentures in an aggregate principal
amount equal to the aggregate stated liquidation amount of such Securities, with
an interest rate equal to the Coupon Rate of, and bearing accrued and unpaid
interest in an amount equal to the accrued and unpaid Distributions on, such
Securities, shall be distributed on a Pro Rata basis to the Holders of the
Securities.

         If, upon any such Liquidation (other than a Liquidation related to a
Special Event), the Liquidation Distribution can be paid only in part because
the Trust has insufficient assets available to pay in full the aggregate
Liquidation Distribution, then the amounts payable directly by the Trust on the
Securities shall be paid on a Pro Rata basis in accordance with paragraph 8
below.

         4.    REDEMPTION AND DISTRIBUTION.

               (a)  Redemption of the Securities will occur simultaneously with
any repayment of the Debentures. The Debentures will mature on [-] and are
prepayable as set forth in this Section 4. Upon the repayment of the Debentures
in whole or in part, whether at maturity or upon redemption, the proceeds from
such repayment or payment shall be simultaneously applied to redeem, in cash,
Securities having an aggregate liquidation amount equal to the aggregate
principal amount of the Debentures so repaid or redeemed at a redemption price
equal to the redemption price of such repaid or redeemed Debentures (as
specified in the Indenture and the Prospectus), together with accrued and unpaid
Distributions thereon through the date of the redemption (the "Redemption
Price"). Holders will be given not less than 30 nor more than 60 days' notice of
such redemption. If fewer than all of the outstanding Securities are to be so
redeemed, the Securities will be redeemed Pro Rata and the Trust Preferred
Securities to be redeemed will be as described in paragraph 4(f)(ii) below.

                                      I-4
<Page>

               (b)  The Sponsor shall have the right (subject to the conditions
in the Indenture) to elect to redeem the Debentures, (i) in whole or in part, at
any time on or after [-], 2006 or (ii) at any time, in whole but not in part,
upon the occurrence and continuation of a Redemption Tax Event (as defined
below); in either case at a redemption price equal to 100% of the principal
amount thereof, plus accrued and unpaid interest thereon (including Additional
Interest and Compounded Interest, if any) to the date of redemption.

               (c)  If, at any time, a Tax Event or an Investment Company Event
(each as defined below and each a "Special Event") shall occur and be continuing
the Administrative Trustees shall, unless the Debentures are redeemed in the
limited circumstances involving a Redemption Tax Event, dissolve the Trust and,
after satisfaction of creditors of the Trust, if any, cause Debentures held by
the Property Trustee, having an aggregate principal amount equal to the
aggregate stated liquidation amount of, with an interest rate identical to the
Coupon Rate of, and accrued and unpaid Distributions on equal to, and having the
same record date for payment as, the Securities, to be distributed to the
Holders of the Securities in liquidation of such Holders' interest in the Trust
on a Pro Rata basis, within 90 days following the occurrence of such Special
Event (the "90 Day Period"); provided, however, that in the case of a Tax Event,
such dissolution and distribution shall be conditioned on the Administrative
Trustees' receipt of an opinion of a nationally recognized independent tax
counsel experienced in such matters (a "No Recognition Opinion"), which opinion
may rely on published revenue rulings of the Internal Revenue Service, to the
effect that the Holders of the Trust Preferred Securities will not recognize any
income, gain or loss for United States federal income tax purposes as a result
of such dissolution and distribution of Debentures, and provided, further, that
if at the time there is available to the Trust the opportunity to eliminate,
within the 90 Day Period, the Special Event by taking some ministerial action,
such as filing a form or making an election, or pursuing some other similar
reasonable measure which in the reasonable judgment of the Sponsor, has or will
cause no adverse effect on the Trust, the Sponsor or the Holders of the
Securities and will involve no material cost ("Ministerial Action"), the Trust
will pursue such Ministerial Action in lieu of dissolution.

                                      I-5
<Page>

         If in the event of a Tax Event, (i) the Administrative Trustees have
received an opinion (a "Redemption Tax Opinion") of a nationally recognized
independent tax counsel experienced in such matters that, as a result of a Tax
Event, there is more than an insubstantial risk that the Debenture Issuer would
be precluded from deducting the interest on the Debentures for United States
federal income tax purposes even if the Debentures were distributed to the
Holders of Securities in liquidation of such Holders' interest in the Trust as
described in this paragraph 4(c), or (ii) the Administrative Trustees shall have
been informed by such tax counsel that a No Recognition Opinion cannot be
delivered to the Trust (each such case, a "Redemption Tax Event"), the Debenture
Issuer shall have the right, upon not less than 30 nor more than 60 days'
notice, to redeem the Debentures in whole (but not in part) for cash within 90
days following the occurrence of such Redemption Tax Event at a Redemption Price
equal to 100% of the principal amount of the Debentures so redeemed, plus any
accrued and unpaid interest thereon to the date fixed for redemption and
promptly following such redemption, the Securities shall be redeemed at the
Redemption Price on a Pro Rata basis at $25 per Security plus accrued and unpaid
distributions thereon to the date fixed for redemption; provided, however, that
if at the time there is available to the Debenture Issuer or the Trust the
opportunity to eliminate, within such 90 Day Period, the Redemption Tax Event by
taking some Ministerial Action which has no adverse effect on the Trust, the
Holders of Securities or the Debenture Issuer, the Trust or the Debenture Issuer
will pursue such Ministerial Action in lieu of redemption.

         "Tax Event" means that the Administrative Trustees shall have received
an opinion of a nationally recognized independent tax counsel experienced in
such matters (a "Dissolution Tax Opinion") to the effect that, as a result of
(a) any amendment to, or change (including any announced prospective change) in,
the laws (or any regulations thereunder) of the United States or any political
subdivision or taxing authority thereof or therein, (b) any amendment to, or
change in, an interpretation or application of any such laws or regulations by
any legislative body, court, governmental agency or regulatory authority
(including the enactment of any legislation and the publication of any judicial
decision or regulatory determination), (c) any interpretation or pronouncement
that provides for a position with respect to such laws or regulations that
differs from the theretofore generally accepted position or (d) any action taken
by any governmental agency or regulatory authority, which amendment or change is
enacted, promulgated, issued or announced or which interpretation or
pronouncement is issued or announced or which action is taken, in each case on
or after the date of the Prospectus (collectively, a "Change in Tax Law"), there
is more than an insubstantial risk that (i) the Trust is, or will be within 90
days of the date thereof, subject to United States federal income tax with
respect to interest accrued or received on the Debentures, (ii) the Trust is, or
will be within 90 days of the date thereof, subject to more than a de minimis
amount of other taxes, duties or other governmental charges, or (iii) interest
payable by the Debenture Issuer to the Trust on the Debentures is not, or within
90 days of the date thereof will not be, deductible by the Debenture Issuer for
United States federal income tax purposes. Notwithstanding anything in the
previous sentence to the contrary, a Tax Event shall not include any Change in
Tax Law that requires the Debenture Issuer for United States federal income tax
purposes to defer taking a deduction for any original issue discount ("OID")
that accrues with respect to the Debentures until the interest payment related
to such OID is paid by the Debenture Issuer in money; provided, that such Change
in Tax Law does not create more than an insubstantial risk that the Debenture
Issuer will be prevented from taking a deduction for OID accruing with respect
to the Debentures at a date that is no later than the date the interest payment
related to such OID is actually paid by the Debenture Issuer in money.

                                      I-6
<Page>

         "Investment Company Event" means that the Administrative Trustees shall
have received an opinion of a nationally recognized independent counsel
experienced in practice under the Investment Company Act (an "Investment Company
Event Opinion") that, as a result occurrence of a change in law or regulation or
a change in interpretation or application of law or regulation by any
legislative body, court, governmental agency or regulatory authority (a "Change
in 1940 Act Law"), there is more than an insubstantial risk that the Trust is or
will be considered an Investment Company which is required to be registered
under the Investment Company Act, which Change in 1940 Act Law becomes effective
on or after the date of the Prospectus.

         On the date fixed for any distribution of Debentures, upon dissolution
of the Trust: (i) the Securities will no longer be deemed to be outstanding,
(ii) The Depository Trust Company (the "Depositary") or its nominee (or any
successor Clearing Agency or its nominee), as the record Holder of the Trust
Preferred Securities, will receive a registered global certificate or
certificates representing the Debentures to be delivered upon such distribution
and (iii) any certificates representing Securities, except for certificates
representing Trust Preferred Securities held by the Depositary or its nominee
(or any successor Clearing Agency or its nominee), will be deemed to represent
beneficial interests in Debentures having an aggregate principal amount equal to
the stated liquidation amount, and bearing accrued and unpaid interest equal to
accrued and unpaid Distributions, on such Securities until such certificates are
presented to the Debenture Issuer or its agent for transfer or reissuance.

               (d)  The Trust may not redeem fewer than all of the outstanding
Securities unless all accrued and unpaid Distributions have been paid on all
Securities for all quarterly Distribution periods terminating on or before the
date of redemption.

               (e)  If the Debentures are distributed to holders of the
Securities, pursuant to the terms of the Indenture, the Debenture Issuer will
use its best efforts to have the Debentures listed on the New York Stock
Exchange or on such other exchange as the Trust Preferred Securities were listed
immediately prior to the distribution of the Debentures.

               (f)  Redemption or Distribution Procedures.

                    (i)  Notice of any redemption of, or notice of distribution
         of Debentures in exchange for the Securities (a "Redemption/
         Distribution Notice") will be given by the Trust by mail to each Holder
         of Securities to be redeemed or exchanged not fewer than 30 nor more
         than 60 days before the date fixed for redemption or exchange thereof
         which, in the case of a redemption, will be the date fixed for
         redemption of the Debentures. For purposes of the calculation of the
         date of redemption or exchange and the dates on which notices are given
         pursuant to this paragraph 4(f)(i), a Redemption/ Distribution Notice
         shall be deemed to be given on the day such notice is first mailed by
         first- class mail, postage pre-paid, to Holders of Securities. Each
         Redemp tion/Distribution Notice shall be addressed to the Holders of
         Securities at the address of each such Holder appearing in the books
         and records of the Trust. No defect in the Redemption/Distribution
         Notice or in the mailing of either thereof with respect to any Holder
         shall affect the validity of the redemption or exchange proceedings
         with respect to any other Holder.

                                      I-7
<Page>

                    (ii)  In the event that fewer than all the outstanding
         Securities are to be redeemed, the Securities to be redeemed shall be
         redeemed Pro Rata from each Holder of Trust Preferred Securities, it
         being understood that, in respect of Trust Preferred Securities
         registered in the name of and held of record by the Depositary or its
         nominee (or any successor Clearing Agency or its nominee), the
         distribution of the proceeds of such redemption will be made to each
         Clearing Agency Participant (or Person on whose behalf such nominee
         holds such securities) in accordance with the procedures applied by
         such agency or nominee.

                    (iii)  If Securities are to be redeemed and the Trust gives
         a Redemption/Distribution Notice, which notice shall be irrevocable and
         may only be issued if the Debentures are redeemed as set out in this
         Section 4, then (A) while the Trust Preferred Securities are in
         book-entry only form, with respect to the Trust Preferred Securities,
         by 12:00 noon, Central time, on the redemption date, provided that the
         Debenture Issuer has paid the Property Trustee a sufficient amount of
         cash in connection with the related redemption or maturity or otherwise
         of the Debentures, the Property Trustee will irrevocably deposit with
         the Depositary or its nominee (or successor Clearing Agency or its
         nominee) funds sufficient to pay the amount payable on redemption or
         maturity or otherwise with respect to the Trust Preferred Securities
         and will give the Depositary irrevocable instructions and authority to
         pay the amount payable on redemption or maturity or otherwise to the
         Holders of the Trust Preferred Securities and (B) with respect to Trust
         Preferred Securities issued in definitive form and Trust Common
         Securities, provided that the Debenture Issuer has paid the Property
         Trustee a sufficient amount of cash in connection with the related
         redemption or maturity of the Debentures, the Property Trustee will pay
         the amount payable on redemption or maturity or otherwise to the
         Holders of such Securities upon surrender of their certificates. If a
         Redemption/Distribution Notice shall have been given and funds
         deposited as required, then on the date of such deposit, all rights of
         Holders of such Securities so called for redemption will cease, except
         the right of the Holders of such Securities to receive the Redemption
         Price, but without interest on such Redemp tion Price. Neither the
         Administrative Trustees nor the Trust shall be required to register or
         cause to be registered the transfer of any Securities that have been so
         called for redemption. If any date fixed for redemption of Securities
         is not a Business Day, then payment of the amount payable on such date
         will be made on the next succeeding day that is a Business Day (without
         any interest or other payment in respect of any such delay) except
         that, if such Business Day falls in the next calendar year, such
         payment will be made on the immediately preceding Business Day, in each
         case with the same force and effect as if made on such date fixed for
         redemption. If payment of the Redemption Price in respect of any
         Securities is improperly withheld or refused and not paid either by the
         Trust or by the Sponsor as guarantor pursuant to the Trust Preferred
         Securities Guarantee or the Trust Common Securities Guarantee, as
         applicable, Distributions on such Securities will continue to accrue at
         the then applicable rate, from the original redemption date to the date
         of payment, in which case the actual payment date will be considered
         the date fixed for redemption for purposes of calculating the amount
         payable upon redemption (other than for purposes of calculating any
         premium).

                                      I-8
<Page>

                              (iv) Redemption/Distribution Notices shall be sent
         by the Administrative Trustees on behalf of the Trust to (A) in the
         case of Trust Preferred Securities, the Depositary or its nominee (or
         any successor Clearing Agency or its nominee) if the Global
         Certificate(s) have been issued or, if Definitive Trust Preferred
         Securities Certificates have been issued, to the Holders thereof and
         (B) in respect of the Trust Common Securities, the Holder thereof.

                              (v) Subject to the foregoing and applicable law
         (including, without limitation, United States federal securities laws),
         the Sponsor or any of its subsidiaries may at any time and from time to
         time purchase outstanding Trust Preferred Securities by tender, in the
         open market or by private agreement.

         5.    VOTING RIGHTS - TRUST PREFERRED SECURITIES.

               (a) Except as provided under paragraphs 5(b) and 7, in the
Business Trust Act and as otherwise required by law and the Declaration, the
Holders of the Trust Preferred Securities will have no voting rights.

                                      I-9
<Page>

               (b)  Subject to the requirements set forth in this paragraph, the
Holders of a Majority in liquidation amount of the Trust Preferred Securities,
voting separately as a class may direct the time, method, and place of
conducting any proceeding for any remedy available to the Property Trustee, or
direct the exercise of any trust or power conferred upon the Property Trustee
under the Declaration, including the right to direct the Property Trustee, as
holder of the Debentures, to (i) exercise the remedies available to it under the
Indenture as a holder of the Debentures, (ii) waive any past default and its
consequences that is waivable under the Indenture, (iii) exercise any right to
rescind or annul a declaration that the principal of all the Debentures shall be
due and payable, or (iv) consent to any amendment, modification, or termination
of the Indenture or the Debentures where such consent shall be required;
provided, however, that where a consent or action under the Indenture would
require the consent or act of the Holders of greater than a majority of the
Holders in principal amount of Debentures affected thereby (a "Super Majority"),
the Property Trustee may only give such consent or take such action at the
written direction of the Holders of at least the proportion in liquidation
amount of the Trust Preferred Securities which the relevant Super Majority
represents of the aggregate principal amount of the Debentures outstanding. The
Property Trustee shall be under no obligation to revoke any action previously
authorized or approved by a vote of the Holders of the Trust Preferred
Securities. Other than with respect to directing the time, method and place of
conducting any remedy available to the Property Trustee or the Indenture Trustee
as set forth above, the Property Trustee shall be under no obligation to take
any action in accordance with the directions of the Holders of the Trust
Preferred Securities under this paragraph unless the Property Trustee has
obtained an opinion of independent tax counsel to the effect that, for United
States federal income tax purposes, the Trust will not be classified as other
than a grantor trust on account of such action and each Holder will be treated
as owning an undivided beneficial interest in the Debentures. If the Property
Trustee fails to enforce its rights under the Debentures after a Holder of Trust
Preferred Securities has made a written request, such Holder of Trust Preferred
Securities may institute a legal proceeding against the Debenture Issuer to
enforce the Property Trustee's rights under the Debentures without first
instituting any legal proceeding against the Property Trustee or any other
Person. Notwithstanding the foregoing, if a Declaration Event of Default has
occurred and is continuing and such event is attributable to the failure of the
Debenture Issuer to pay interest or principal on the Debentures on the date such
interest or principal is otherwise payable (or in the case of redemption on the
redemption date), then a Holder of Trust Preferred Securities may directly
institute a proceeding for enforcement of payment to such holder (a "Direct
Action") of the principal of or interest on the Debenture having a principal
amount equal to the aggregate liquidation amount of the Trust Preferred
Securities of such Holder on or after the respective due date specified in the
Debentures. Except as provided in the preceding sentence, the holders of Trust
Preferred Securities will not be able to exercise directly any other remedy
available to the holders of the Debentures. In connection with such Direct
Action, the Debenture Issuer will be subrogated to the rights of such Holder of
Trust Preferred Securities under the Declaration to the extent of any payment
made by the Debenture Issuer to such Holder of Trust Preferred Securities in
such Direct Action.

                                      I-10
<Page>

         Any required approval or direction of Holders of Trust Preferred
Securities may be given at a separate meeting of Holders of Trust Preferred
Securities convened for such purpose, at a meeting of all of the Holders of
Securities in the Trust or pursuant to written consent. The Administrative
Trustees will cause a notice of any meeting at which Holders of Trust Preferred
Securities are entitled to vote, or of any matter upon which action by written
consent of such Holders is to be taken, to be mailed to each Holder of record of
Trust Preferred Securities. Each such notice will include a statement setting
forth the following information (i) the date of such meeting or the date by
which such action is to be taken, (ii) a description of any resolution proposed
for adoption at such meeting on which such Holders are entitled to vote or of
such matter upon which written consent is sought and (iii) instructions for the
delivery of proxies or consents. No vote or consent of the Holders of the Trust
Preferred Securities will be required for the Trust to redeem and cancel Trust
Preferred Securities or to distribute the Debentures in accordance with the
Declaration and the terms of the Securities.

         Notwithstanding that Holders of Trust Preferred Securities are entitled
to vote or consent under any of the circumstances described above, any of the
Trust Preferred Securities that are owned by the Sponsor or any Affiliate of the
Sponsor shall not be entitled to vote or consent and shall, for purposes of such
vote or consent, be treated as if such Trust Preferred Securities were not
outstanding.

         6.    VOTING RIGHTS - TRUST COMMON SECURITIES.

               (a)  Except as provided under paragraphs 6(b), (c) and 7, in the
Business Trust Act and as otherwise required by law and the Declaration, the
Holders of the Trust Common Securities will have no voting rights.

               (b)  The Holders of the Trust Common Securities are entitled, in
accordance with Article V of the Declaration, to vote to appoint, remove or
replace any Property Trustee or to increase or decrease the number of Trustees.

               (c)  Subject to Section 2.6 of the Declaration and only after the
Declaration Event of Default with respect to the Trust Preferred Securities has
been cured, waived, or otherwise eliminated and subject to the requirements of
the immediately following sentence of this paragraph, the Holders of a Majority
in liquidation amount of the Trust Common Securities, voting separately as a
class, may direct the time, method, and place of conducting any proceeding for
any remedy available to the Property Trustee, or exercising any trust or power
conferred upon the Property Trustee under the Declaration, including (i)
directing the time, method, place of conducting any proceeding for any remedy
available to the Indenture Trustee, or exercising any trust or power conferred
on the Indenture Trustee with respect to the Debentures, (ii) waive any past
default and its consequences that is waivable under Section 606 of the
Indenture, (iii) exercise any right to rescind or annul a declaration that the
principal of all the Debentures shall be due and payable, or (iv) consent to any
amendment, modification, or termination of the Indenture or the Debentures where
such consent shall be required; provided that, where a consent or action under
the Indenture would require the consent or act of the Holders of greater than a
majority in principal amount of Debentures affected thereby (a "Super
Majority"), the Property Trustee may only give such consent or take such action
at the written direction of the Holders of at least the proportion in
liquidation amount of the Trust Common Securities which the relevant Super
Majority represents of the aggregate principal amount of the Debentures
outstanding. Pursuant to this paragraph 6(c), the Property Trustee shall not
revoke any action previously authorized or approved by a vote of the Holders of
the Trust Preferred Securities. Other than with respect to directing the time,
method and place of conducting any remedy available to the Property Trustee or
the Indenture Trustee as set forth above, the Property Trustee shall be under no
obligation to take any action in accordance with the directions of the Holders
of the Trust Common Securities under this paragraph unless the Property Trustee
has obtained an opinion of independent tax counsel to the effect that for United
States federal income tax purposes the Trust will not be classified as other
than a grantor trust on account of such action and each Holder will be treated
as owning an undivided beneficial interest in the Debentures. If the Property
Trustee fails to enforce its rights under the Debentures after a Holder of Trust
Common Securities has made a written request, such Holder of Trust Common
Securities may, to the extent permitted by law, institute a legal proceeding
directly against the Debenture Issuer or any other Person to enforce the
Property Trustee's rights under the Debentures, without first instituting any
legal proceeding against the Property Trustee or any other Person. Any approval
or direction of Holders of Trust Common Securities may be given at a separate
meeting of Holders of Trust Common Securities convened for such purpose, at a
meeting of all of the Holders of Securities in the Trust or pursuant to written
consent. The Administrative Trustees will cause a notice of any meeting at which
Holders of Trust Common Securities are entitled to vote, or of any matter upon
which action by written consent of such Holders is to be taken, to be mailed to
each Holder of record of Trust Common Securities. Each such notice will include
a statement setting forth (i) the date of such meeting or the date by which such
action is to be taken, (ii) a description of any resolution proposed for
adoption at such meeting on which such Holders are entitled to vote or of such
matter upon which written consent is sought and (iii) instructions for the
delivery of proxies or consents.

                                      I-11
<Page>

         No vote or consent of the Holders of the Trust Common Securities will
be required for the Trust to redeem and cancel Trust Common Securities or to
distribute the Debentures in accordance with the Declaration and the terms of
the Securities.

         7.    AMENDMENTS TO DECLARATION AND INDENTURE.

               (a)  In addition to any requirements under Section 12.1 of the
Declaration, if any proposed amendment to the Declaration provides for, or the
Administrative Trustees otherwise propose to effect, (i) any action that would
adversely affect the powers, preferences or special rights of the Securities,
whether by way of amendment to the Declaration or otherwise, or (ii) the
dissolution, winding-up or termination of the Trust, other than as described in
Section 8.1 of the Declaration, then the Holders of Securities as a class, will
be entitled to vote on such amendment or proposal (but not on any other
amendment or proposal) and such amendment or proposal shall not be effective
except with the approval of the Holders of at least a Majority in liquidation
amount of the Securities affected thereby, voting together as a single class;
provided, however, if any amendment or proposal referred to in clause (i) above
would adversely affect only the Trust Preferred Securities or only the Trust
Common Securities, then only the affected class will be entitled to vote on such
amendment or proposal and such amendment or proposal shall not be effective
except with the approval of a Majority in liquidation amount of such class of
Securities; provided, further, that no amendment or proposal approved pursuant
to this Section 7(a) shall become effective unless the Administrative Trustees
have received an opinion of counsel to the effect that such amendment or
proposal, or the exercise of any power granted to the Trustees in accordance
with such amendment or proposal, will not adversely affect the Trust's status as
a grantor trust for United States federal income tax purposes or the Trust's
exemption from status as an Investment Company under the Investment Company Act.

                                      I-12
<Page>

               (b)  In the event the consent of the Property Trustee as the
holder of the Debentures is required under the Indenture with respect to any
amendment, modification or termination of the Indenture or the Debentures, the
Property Trustee shall request the written direction of the Holders of the
Securities with respect to such amendment, modification or termination and shall
vote with respect to such amendment, modification or termination as directed by
a Majority in liquidation amount of the Securities voting together as a single
class; provided, however, that where a consent under the Indenture would require
the consent of the holders of greater than a majority in aggregate principal
amount of the Debentures (a "Super Majority"), the Property Trustee may only
give such consent at the written direction of the Holders of at least the same
proportion in aggregate stated liquidation preference of the Securities;
provided, further, that the Property Trustee shall not take any action in
accordance with the directions of the Holders of the Securities under this
Section 7(b) unless the Property Trustee has obtained an opinion of tax counsel
to the effect that, for United States federal income tax purposes, the Trust
will not be classified as other than a grantor trust on account of such action
and each Holder will be treated as owning an undivided beneficial interest in
the Debentures.

         8.    PRO RATA.

         A reference in these terms of the Securities to any payment,
distribution or treatment as being "Pro Rata" shall mean pro rata to each Holder
of Securities according to the aggregate liquidation amount of the Securities
held by the relevant Holder in relation to the aggregate liquidation amount of
all Securities outstanding unless, in relation to a payment, a Declaration Event
of Default has occurred and is continuing, in which case any funds available to
make such payment shall be paid first to each Holder of the Trust Preferred
Securities pro rata according to the aggregate liquidation amount of Trust
Preferred Securities held by the relevant Holder relative to the aggregate
liquidation amount of all Trust Preferred Securities outstanding, and only after
satisfaction of all amounts owed to the Holders of the Trust Preferred
Securities, to each Holder of Trust Common Securities pro rata according to the
aggregate liquidation amount of Trust Common Securities held by the relevant
Holder relative to the aggregate liquidation amount of all Trust Common
Securities outstanding.

                                      I-13
<Page>

         9.    RANKING.

         The Trust Preferred Securities rank PARI PASSU and payment thereon
shall be made Pro Rata with the Trust Common Securities except that, where an
Indenture Event of Default occurs and is continuing with respect to the
Debentures held by the Property Trustee, the rights of Holders of the Trust
Common Securities to receive payments of Distributions and payments upon
liquidation, redemption and otherwise are subordinated to the rights of the
Holders of the Trust Preferred Securities. Listing.

         10.   LISTING.

         The Administrative Trustees shall use their best efforts to cause the
Trust Preferred Securities to be listed for quotation on the New York Stock
Exchange.

         11.   ACCEPTANCE OF SECURITIES GUARANTEE AND INDENTURE.

         Each Holder of Trust Preferred Securities and Trust Common Securities,
by the acceptance thereof, agrees to the provisions of the Trust Preferred
Securities Guarantee and the Trust Common Securities Guarantee, respectively,
including the subordination provisions therein, and to the provisions of the
Indenture.

         12.   NO PREEMPTIVE RIGHTS.

         The Holders of the Securities shall have no preemptive rights to
subscribe for any additional securities.

         13.   MISCELLANEOUS.

         These terms constitute a part of the Declaration.

         The Sponsor will provide a copy of the Declaration, the Trust Preferred
Securities Guarantee or the Trust Common Securities Guarantee (as may be
appropri ate), and the Indenture to a Holder without charge on written request
to the Sponsor at its principal place of business.

                                      I-14
<Page>

                                                                     EXHIBIT A-1

                 FORM OF TRUST PREFERRED SECURITIES CERTIFICATE

                          [FORM OF FACE OF CERTIFICATE]

         [IF THE TRUST PREFERRED SECURITY IS TO BE A GLOBAL CERTIFI CATE INSERT
- THIS TRUST PREFERRED SECURITY IS A GLOBAL CERTIFI CATE WITHIN THE MEANING OF
THE DECLARATION HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME OF THE
DEPOSITORY TRUST COMPANY (THE "DEPOSITARY") OR A NOMINEE OF THE DEPOSI TARY.
THIS TRUST PREFERRED SECURITY IS EXCHANGEABLE FOR TRUST PREFERRED SECURITIES
REGISTERED IN THE NAME OF A PERSON OTHER THAN THE DEPOSITARY OR ITS NOMINEE ONLY
IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE DECLARATION AND NO TRANSFER OF
THIS TRUST PREFERRED SECURITY (OTHER THAN A TRANSFER OF THIS TRUST PREFERRED
SECURITY AS A WHOLE BY THE DEPOSITARY TO A NOMINEE OF THE DEPOSITARY OR BY A
NOMINEE OF THE DEPOSITARY TO THE DEPOSITARY OR ANOTHER NOMINEE OF THE
DEPOSITARY) MAY BE REGISTERED EXCEPT IN LIMITED CIRCUMSTANCES.

         UNLESS THIS TRUST PREFERRED SECURITY IS PRESENTED BY AN AUTHORIZED
REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY (55 WATER STREET, NEW YORK, NEW
YORK) TO THE TRUST OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR
PAYMENT, AND ANY TRUST PREFERRED SECURITY ISSUED IS REGISTERED IN THE NAME OF
CEDE & CO. OR SUCH OTHER NAME AS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF
THE DEPOSITORY TRUST COMPANY AND ANY PAYMENT HEREON IS MADE TO CEDE & CO., ANY
TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY A PERSON IS
WRONGFUL SINCE THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.]

                                   A-1-1
<Page>

                             Certificate Number [-]
                    Number of Trust Preferred Securities [-]
                                  CUSIP NO. [-]

                Certificate Evidencing Trust Preferred Securities

                                       of

                        American Equity Capital Trust III

                         [-]% Trust Preferred Securities
              (liquidation amount $25 per Trust Preferred Security)


         American Equity Capital Trust III, a statutory business trust formed
under the laws of the State of Delaware (the "Trust"), hereby certifies that
                    (the "Holder") is the registered owner of [-] preferred
-------------------
securities of the Trust representing undivided beneficial interests in the
assets of the Trust designated the [-]% Trust Preferred Securities (liquidation
amount $25 per Trust Preferred Security) (the "Trust Preferred Securities"). The
Trust Preferred Securities are transferable on the books and records of the
Trust, in person or by a duly authorized attorney, upon surrender of this
certificate duly endorsed and in proper form for transfer. The designation,
rights, privileges, restrictions, preferences and other terms and provisions of
the Trust Preferred Securities represented hereby are issued and shall in all
respects be subject to the provisions of the Amended and Restated Declaration of
Trust of the Trust, dated as of [-], as the same may be amended from time to
time (the "Declaration"), including the designation of the terms of the Trust
Preferred Securities as set forth in Annex I to the Declaration. Capitalized
terms used herein but not defined shall have the meaning given them in the
Declaration. The Holder is entitled to the benefits of the Trust Preferred
Securities Guarantee to the extent provided therein. The Sponsor will provide a
copy of the Declaration, the Trust Preferred Securities Guarantee and the
Indenture to a Holder without charge upon written request to the Trust at its
principal place of business.

         Reference is hereby made to select provisions of the Trust Preferred
Securities set forth on the reverse hereof, which select provisions shall for
all purposes have the same effect as if set forth at this place.

                                     A-1-2
<Page>

         Upon receipt of this certificate, the Holder is bound by the
Declaration and is entitled to the benefits thereunder. In addition, the Holder
is deemed to have (i) agreed to the terms of the Indenture and the Debentures,
including that the Debentures are subordinate and junior in right of payment to
all present and future Senior Debt (as defined in the Indenture) as and to the
extent provided in the Indenture and (ii) agreed to the terms of the Trust
Preferred Securities Guarantee, including that the Trust Preferred Securities
Guarantee is subordinate and junior in right of payment to all other liabilities
of the Sponsor, including the Debentures, except those made PARI PASSU or
subordinate by their terms, and PARI PASSU with the most senior preferred or
preference stock now or hereafter issued by the Sponsor and with any guarantee
now or hereafter entered into by the Sponsor in respect of any preferred or
preference stock of any Affiliate of the Sponsor.

         By acceptance, the Holder agrees to treat, for United States federal
income tax purposes, the Debentures as indebtedness and the Trust Preferred
Securities as evidence of indirect beneficial ownership in the Debentures.

                                      A-1-3
<Page>

Unless the Property Trustee's Certificate of Authentication hereon has been
properly executed, these Trust Preferred Securities shall not be entitled to any
benefit under the Declaration or be valid or obligatory for any purpose.

         IN WITNESS WHEREOF, the Trust has executed this certificate this
                                                                         ------
day of                , 2001.
      ----------------
                                        American Equity Capital Trust III

                                        By:
                                            ------------------------------------
                                           Name:
                                           Title:

                PROPERTY TRUSTEE'S CERTIFICATE OF AUTHENTICATION

         This is one of the Trust Preferred Securities referred to in the
within-mentioned Declaration.

Dated:
      ------------, ----

                                        First Union Trust Company, National
                                        Association, as Property Trustee



                                        By:
                                            ------------------------------------
                                                  Authorized Signatory

                                      A-1-4
<Page>

                          [FORM OF REVERSE OF SECURITY]

         Distributions payable on each Trust Preferred Security will be fixed at
a rate per annum of [-]% (the "Coupon Rate") of the stated liquidation amount of
$25 per Trust Preferred Security, such rate being the rate of interest payable
on the Debentures to be held by the Property Trustee. Distributions in arrears
for more than one quarter will bear interest thereon compounded quarterly at the
Coupon Rate (to the extent permitted by applicable law). The term
"Distributions" as used herein includes such cash distributions and any such
interest payable unless otherwise stated. A Distribution is payable only to the
extent that payments are made in respect of the Debentures held by the Property
Trustee and to the extent the Property Trustee has funds available therefor. The
amount of Distributions payable for any period will be computed for any full
quarterly Distribution period on the basis of a 360-day year of twelve 30-day
months, and for any period shorter than a full quarterly Distribution period for
which Distributions are computed, Distributions will be computed on the basis of
the actual number of days elapsed per 30-day month.

         Except as otherwise described below, distributions on the Trust
Preferred Securities will be cumulative, will accrue from [-] and will be
payable quarterly and in arrears, on March 31, June 30, September 30 and
December 31 of each year, commenc ing on [-], to Holders as they appear on the
books and records of the Trust on the relevant record dates. So long as no
Indenture Event of Default has occurred and is continuing, the Debenture Issuer
has the right under the Indenture to defer payments of interest by extending the
interest payment period from time to time on the Debentures for successive
periods not exceeding 20 consecutive quarters (each an "Extension Period")
during which Extension Period no interest shall be due and payable on the
Debentures; provided, that no Extension Period shall extend beyond the date of
maturity of the Debentures. As a consequence of such extension, Distributions
will also be deferred. Despite such extension, quarterly Distributions will
continue to accrue with interest thereon (to the extent permitted by applicable
law) at the Coupon Rate compounded quarterly during any such Extension Period.
Prior to the termination of any such Extension Period, the Debenture Issuer may
further extend such Extension Period; provided, that such Extension Period
together with all such previous and further extensions thereof may not exceed 20
consecutive quarters. Payments of accrued Distributions will be payable to
Holders as they appear on the books and records of the Trust on the first record
date after the end of the Extension Period. Upon the termination of any
Extension Period and the payment of all amounts then due, the Debenture Issuer
may commence a new Extension Period, subject to the above requirements.

         The Trust Preferred Securities shall be redeemable as provided in the
Declaration.

                                      A-1-5
<Page>

                                             ASSIGNMENT

         FOR VALUE RECEIVED, the undersigned assigns and transfers this Trust
Preferred Security Certificate to:

--------------------------------------------------------------------------------

--------------------------------------------------------------------------------

--------------------------------------------------------------------------------
        (Insert assignee's social security or tax identification number)

--------------------------------------------------------------------------------

--------------------------------------------------------------------------------

--------------------------------------------------------------------------------
                    (Insert address and zip code of assignee)

and irrevocably appoints

--------------------------------------------------------------------------------

--------------------------------------------------------------------------------

--------------------------------------------------------------------------------
agent to transfer this Trust Preferred Security Certificate on the books of the
Trust. The agent may substitute another to act for him or her.

Date:
      ------------------------


Signature:
           --------------------
(Sign exactly as your name appears on the other side of this Trust Preferred
Security Certificate)

Signature Guarantee:(*)

--------------------
         (*)(Signature must be guaranteed by an "eligible guarantor institution"
that is, a bank, stockbroker, savings and loan association or credit union
meeting the requirements of the Registrar, which requirements include membership
or participation in the Securities Transfer Agents Medal lion Program ("STAMP")
or such other "signature guarantee program" as may be determined by the Property
Trustee in addition to, or in substitution for, STAMP, all in accordance with
the Securities Exchange Act of 1934, as amended.)

                                      A-1-6
<Page>

                                                                     EXHIBIT A-2

                   FORM OF TRUST COMMON SECURITIES CERTIFICATE

                           [FORM OF FACE OF SECURITY]

         THIS TRUST COMMON SECURITY HAS NOT BEEN REGISTERED UNDER THE SECURITIES
ACT OF 1933, AS AMENDED, AND MAY NOT BE OFFERED, SOLD, PLEDGED OR OTHERWISE
TRANSFERRED EXCEPT PURSUANT TO AN EXEMPTION FROM REGISTRATION OR AN EFFECTIVE
REGISTRATION STATEMENT.

         THIS CERTIFICATE IS NOT TRANSFERABLE EXCEPT TO AMERICAN EQUITY
INVESTMENT LIFE HOLDING COMPANY (THE "SPONSOR" OR AN AFFILIATE OF THE SPONSOR IN
COMPLIANCE WITH APPLICABLE LAW AND ARTICLE IX OF THE DECLARATION (AS DEFINED
BELOW).


                             Certificate Number [-]
                      Number of Trust Common Securities [-]

                 Certificate Evidencing Trust Common Securities

                                       of

                        American Equity Capital Trust III

                          [-]% Trust Common Securities
               (liquidation amount $25 per Trust Common Security)

American Equity Capital Trust III, a statutory business trust formed under the
laws of the State of Delaware (the "Trust"), hereby certifies that American
Equity Investment Life Holding Company (the "Holder") is the registered owner of
[-] common securities of the Trust representing undivided beneficial interests
in the assets of the Trust designated the [-]% Trust Common Securities
(liquidation amount $25 per Trust Common Security) (the "Trust Common
Securities"). The Trust Common Securities are transferable on the books and
records of the Trust, in person or by a duly authorized attorney, upon surrender
of this certificate duly endorsed and in proper form for transfer. The
designation, rights, privileges, restrictions, preferences and other terms and
provisions of the Trust Common Securities represented hereby are issued and
shall in all respects be subject to the provisions of the Amended and Restated
Declaration of Trust of the Trust, dated as of [-], as the same may be amended
from time to time (the "Declaration"), including the designation of the terms of
the Trust Common Securities as set forth in Annex I to the Declaration.
Capitalized terms used herein but not defined shall have the meaning given them
in the Declaration. The Holder is entitled to the benefits of the Trust Common
Securities Guarantee to the extent provided therein. The Sponsor will provide a
copy of the Declaration, the Trust Common Securities Guarantee and the Indenture
to a Holder without charge upon written request to the Sponsor at its principal
place of business.

                                      A-2-1
<Page>

         Reference is hereby made to select provisions of the Trust Common
Securities set forth on the reverse hereof, which select provisions shall for
all purposes have the same effect as if set forth at this place.

         Upon receipt of this certificate, the Sponsor is bound by the
Declaration and is entitled to the benefits thereunder. In addition, the Holder
is deemed to have (i) agreed to the terms of the Indenture and the Debentures,
including that the Debentures are subordinate and junior in right of payment to
all present and future Senior Debt (as defined in the Indenture) as and to the
extent provided in the Indenture and (ii) agreed to the terms of the Trust
Common Securities Guarantee, including that the Trust Common Securities
Guarantee is subordinate and junior in right of payment to all other liabilities
of the Sponsor, including the Debentures, except those made PARI PASSU or
subordinate by their terms, and PARI PASSU with the most senior preferred or
preference stock now or hereafter issued by the Sponsor and with any guarantee
now or hereafter entered into by the Sponsor in respect of any preferred or
preference stock of any Affiliate of the Sponsor.

         By acceptance, the Holder agrees to treat for United States federal
income tax purposes the Debentures as indebtedness and the Trust Common
Securities as evidence of indirect beneficial ownership in the Debentures.

                                      A-2-2
<Page>

         IN WITNESS WHEREOF, the Trust has executed this certificate this
                                                                          -----
day of                    , 2001.
       ------------------

American Equity Capital Trust III

                                        By:
                                            ------------------------------------
                                           Name:
                                           Title:

                                      A-2-3
<Page>

                          [FORM OF REVERSE OF SECURITY]

    Distributions payable on each Trust Common Security will be fixed at a rate
per annum of [-]% (the "Coupon Rate") of the stated liquidation amount of $25
per Trust Common Security, such rate being the rate of interest payable on the
Debentures to be held by the Property Trustee. Distributions in arrears for more
than one quarter will bear interest thereon compounded quarterly at the Coupon
Rate (to the extent permitted by applicable law). The term "Distributions" as
used herein includes such cash distributions and any such interest payable
unless otherwise stated. A Distribution is payable only to the extent that
payments are made in respect of the Debentures held by the Property Trustee and
to the extent the Property Trustee has funds available therefor. The amount of
Distributions payable for any period will be computed for any full quarterly
Distribution period on the basis of a 360-day year of twelve 30-day months, and
for any period shorter than a full quarterly Distribution period for which
Distributions are computed, Distributions will be computed on the basis of the
actual number of days elapsed per 30-day month.

    Except as otherwise described below, distributions on the Trust Common
Securities will be cumulative, will accrue from [-] and will be payable
quarterly and in arrears, on March 31, June 30, September 30 and December 31 of
each year, commencing on [-], to Holders as they appear on the books and records
of the Trust on the relevant record dates. So long as no Indenture Event of
Default has occurred and is continuing, the Debenture Issuer has the right under
the Indenture to defer payments of interest by extending the interest payment
period from time to time on the Debentures for successive periods not exceeding
20 consecutive quarters (each an "Extension Period") during which Extension
Period no interest shall be due and payable on the Debentures; provided, that no
Extension Period shall last beyond the date of maturity of the Debentures. As a
consequence of such extension, Distributions will also be deferred. Despite such
extension, quarterly Distributions will continue to accrue with interest thereon
(to the extent permitted by applicable law) at the Coupon Rate compounded
quarterly during any such Extension Period. Prior to the termination of any such
Extension Period, the Debenture Issuer may further extend such Extension Period;
provided, that such Extension Period together with all such previous and further
extensions thereof may not exceed 20 consecutive quarters. Payments of accrued
Distributions will be payable to Holders as they appear on the books and records
of the Trust on the first record date after the end of the Extension Period.
Upon the termination of any Extension Period and the payment of all amounts then
due, the Debenture Issuer may commence a new Extension Period, subject to the
above requirements.

    The Trust Common Securities shall be redeemable as provided in the
Declaration.

                                      A-2-4
<Page>

                                   ASSIGNMENT

    FOR VALUE RECEIVED, the undersigned assigns and transfers this Trust Common
Security Certificate to:

--------------------------------------------------------------------------------

--------------------------------------------------------------------------------

--------------------------------------------------------------------------------
        (Insert assignee's social security or tax identification number)

--------------------------------------------------------------------------------

--------------------------------------------------------------------------------

--------------------------------------------------------------------------------
                    (Insert address and zip code of assignee)

and irrevocably appoints

--------------------------------------------------------------------------------

--------------------------------------------------------------------------------

--------------------------------------------------------------------------------

agent to transfer this Trust Common Security Certificate on the books of the
Trust. The agent may substitute another to act for him or her.

Date:
      -------------------------

Signature:
           --------------------
(Sign exactly as your name appears on the other side of this Trust Common
Security Certificate)

Signature Guarantee:(*)

--------------------

         (*)(Signature must be guaranteed by an "eligible guarantor institution"
that is, a bank, stockbroker, savings and loan association or credit union
meeting the requirements of the Registrar, which requirements include membership
or participation in the Securities Transfer Agents Medal lion Program ("STAMP")
or such other "signature guarantee program" as may be determined by the Property
Trustee in addition to, or in substitution for, STAMP, all in accordance with
the Securities Exchange Act of 1934, as amended.)

                                      A-2-5
<Page>

                                                                       EXHIBIT B

                              SPECIMEN OF DEBENTURE

See Exhibit A of Indenture



























                                       B-1
<Page>

                                                                       EXHIBIT C

                               PURCHASE AGREEMENT
























                                       C-1