Exhibit 10.8


 





 


EXECUTION VERSION


 


JPMorgan
Chase Bank, National Association

P.O. Box 161

60 Victoria Embankment

London EC4Y 0JP

England


 


	
   

  	
  September 17, 2010

  



 


	
  To:

  	
  American
  Equity Investment Life Holding Company

  
	
   

  	
  6000
  Westown Parkway

  
	
   

  	
  West
  Des Moines, IA 50266

  
	
   

  	
  Attention:

  	
  Treasurer

  
	
   

  	
  Telephone
  No.:

  	
  (515)
  221-0002

  
	
   

  	
  Facsimile
  No.:

  	
  (515)
  221-9947

  
	
   

  	
   

  	
   

  
	
  Re:

  	
  Amendment
  to Base Warrants

  



 


This
letter agreement (this “Amendment”)
amends the terms and conditions of the Base Warrants (the “Transaction”)
evidenced by the letter agreement between JPMorgan Chase Bank, National
Association, London Branch (“Dealer”) and
American Equity Investment Life Holding Company  (“Company”) dated as of September 16, 2010 (the “Confirmation”).


 


1.             Definitions.  Capitalized terms used herein without
definition shall have the meanings assigned to them in the Confirmation.


 


2.             Representations and Warranties of Company.  Each of the representations and warranties
made pursuant to the Agreement and the Confirmation on the Trade Date are
hereby deemed to be repeated on the date hereof as if references to the Trade
Date were references to the date hereof.


 


3.             Amendments.  The Confirmation is hereby amended by
decreasing the number of Shares specified in the provision opposite the caption
“Maximum Number of Shares” in the Confirmation from 7,547,152 Shares to
6,415,079 Shares.


 


4.             Effectiveness.  This Amendment shall become effective upon
execution by the parties hereto.  Upon
the effectiveness of this Amendment, all references in the Confirmation to the “Transaction”
will be deemed to be to the Transaction as amended hereby.  Except as amended hereby, all the terms of
the Transaction and provisions in the Confirmation shall remain and continue in
full force and effect and are hereby confirmed in all respects.


 


5.             Counterparts.  This Amendment may be signed in any number of
counterparts, each of which shall be an original, with the same effect as if
all of the signatures thereto and hereto were upon the same instrument.


 


6.             Governing
Law.  The provisions
of this Amendment shall be governed by the laws of the State of New York law
(without reference to choice of law doctrine).


 


JPMorgan Chase Bank, National Association 


Organised under the laws of the United States as a National Banking
Association


Main Office 1111 Polaris Parkway, Columbus, Ohio 43271


Registered as a branch in England & Wales branch No. BR000746 


Registered Branch Office 125 London Wall, London EC2Y 5AJ


Authorised and regulated by the Financial Services Authority


 

















 


Please confirm that the foregoing correctly
sets forth the terms of our agreement by executing this Amendment and returning
it to EDG Confirmation Group, J.P. Morgan Securities Inc., 277 Park Avenue,
11th Floor, New York, NY 10172-3401, or by fax to (212) 622
8519.


 


	
   

  	
  Very
  truly yours,

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  	
  J.P. Morgan Securities LLC, as agent for JPMorgan Chase
  Bank, National Association

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  /s/
  Santosh Sreenivasan

  
	
   

  	
   

  	
  Authorized
  Signatory

  
	
   

  	
   

  	
  Name:   Santosh Sreenivasan 

  



 


 


Accepted
and confirmed

as of the Trade Date:


 


	
  American Equity Investment Life Holding Company

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
  By:

  	
  /s/
  John M. Matovina

  	
   

  
	
  Authorized
  Signatory

  	
   

  
	
  Name: John
  M. Matovina

  	
   

  
	
  Title:   Chief
  Financial Officer & Treasurer

  	
   

  
			



 


JPMorgan Chase Bank,
National Association 


Organised under the laws of
the United States as a National Banking Association


Main Office 1111 Polaris
Parkway, Columbus, Ohio 43271


Registered as a branch in
England & Wales branch No. BR000746 


Registered Branch Office 125
London Wall, London EC2Y 5AJ


Authorised and regulated by
the Financial Services Authority