Exhibit 10.10


 


Deutsche
Bank 


 


EXECUTION VERSION


 


Deutsche
Bank AG, London Branch


Winchester
House


1
Great Winchester St, London


EC2N
2DB


Telephone:  44 20 7545 8000


 


c/o
Deutsche Bank Securities Inc.


60
Wall Street


New
York, NY 10005


Telephone:
212-250-2500


 


	
   

  	
  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

  



 


Internal
Reference Nr.: 401000


 


DEUTSCHE BANK AG IS NOT REGISTERED AS A BROKER DEALER UNDER
THE U.S. SECURITIES EXCHANGE ACT OF 1934. 
DEUTSCHE BANK SECURITIES INC. (“DBSI”) HAS ACTED SOLELY AS AGENT IN
CONNECTION WITH THIS TRANSACTION AND HAS NO OBLIGATION, BY WAY OF ISSUANCE,
ENDORSEMENT, GUARANTEE OR OTHERWISE WITH RESPECT TO THE PERFORMANCE OF EITHER
PARTY UNDER THE TRANSACTION.  AS SUCH,
ALL DELIVERY OF FUNDS, ASSETS, NOTICES, DEMANDS AND COMMUNICATIONS OF ANY KIND
RELATING TO THIS TRANSACTION BETWEEN PARTY A AND PARTY B SHALL BE TRANSMITTED
THROUGH DBSI.  DEUTSCHE BANK AG ACTING
THROUGH ITS LONDON BRANCH IS NOT A MEMBER OF THE SECURITIES INVESTOR PROTECTION
CORPORATION (SIPC).


 


This
letter agreement (this “Amendment”)
amends the terms and conditions of the Base Warrants (the “Transaction”)
evidenced by the letter agreement between Deutsche Bank AG, 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.


 


	
  Chairman
  of the Supervisory Board:  Clemens Börsig Board of Managing Directors:
  Hermann-Josef Lamberti, Josef Ackermann, Dr. Hugo Banziger, Anthony DiIorio

  	
   

  	
  Deutsche
  Bank AG is regulated by the FSA for the conduct of designated investment
  business in the UK, is a member of the London Stock Exchange and is a limited
  liability company incorporated in the Federal Republic of Germany HRB
  No. 30 000 District Court of Frankfurt am Main; Branch Registration
  No. in England and Wales BR000005, Registered address: Winchester House,
  1 Great Winchester Street, London EC2N 2DB.

  



 

















 


3.             Amendments.  The Confirmation is hereby amended by
increasing the number of Shares specified in the provision opposite the caption
“Maximum Number of Shares” in the Confirmation from 4,116,628 Shares to
5,248,701 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).


 

















 


Please confirm that the foregoing correctly
sets forth the terms of our agreement by sending to us a letter or telex
substantially similar to this facsimile, which letter or telex sets forth the
material terms of this Amendment and indicates your agreement to those terms.
Dealer will make the time of execution of this Amendment available upon
request.


 


	
   

  	
  Very
  truly yours,

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  	
  Dealer
  is regulated by the Financial Services Authority.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Deutsche
  Bank AG, London Branch

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  /s/
  Lars Kestner

  
	
   

  	
   

  	
  Name:

  	
  Lars
  Kestner

  
	
   

  	
   

  	
  Title:

  	
  Managing
  Director

  



 


 


	
   

  	
   

  	
  By:

  	
  /s/
  Natalie Horton

  
	
   

  	
   

  	
  Name:

  	
  Natalie
  Horton

  
	
   

  	
   

  	
  Title:

  	
  Managing
  Director

  



 


 


	
   

  	
   

  	
  Deutsche
  Bank Securities Inc., acting solely as Agent in connection with the
  Transaction

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  /s/
  Lars Kestner

  
	
   

  	
   

  	
  Name:

  	
  Lars
  Kestner

  
	
   

  	
   

  	
  Title:

  	
  Managing
  Director

  



 


 


	
   

  	
   

  	
  By:

  	
  /s/
  Natalie Horton

  
	
   

  	
   

  	
  Name:

  	
  Natalie
  Horton

  
	
   

  	
   

  	
  Title:

  	
  Managing
  Director

  



 


 


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

  	
   

  



 


	
  Chairman
  of the Supervisory Board:  Clemens Börsig Board of Managing Directors:
  Hermann-Josef Lamberti, Josef Ackermann, Dr. Hugo Banziger, Anthony DiIorio

  	
   

  	
  Deutsche
  Bank AG is regulated by the FSA for the conduct of designated investment
  business in the UK, is a member of the London Stock Exchange and is a limited
  liability company incorporated in the Federal Republic of Germany HRB
  No. 30 000 District Court of Frankfurt am Main; Branch Registration
  No. in England and Wales BR000005, Registered address: Winchester House,
  1 Great Winchester Street, London EC2N 2DB.