Exhibit
10.28


 


AMENDMENT
III


 


TO THE REINSURANCE
AGREEMENT


 


BETWEEN


 


AMERICAN
EQUITY INVESTMENT LIFE INSURANCE COMPANY


(Referred to in
this Amendment as the Company)


 


AND


 


HANNOVER
LIFE REASSURANCE COMPANY OF AMERICA


(Referred to in
this Amendment as the Reinsurer)


 


This Amendment III is to
be attached to and made a part of the Automatic YRT Reinsurance Agreement which
became effective October 1, 2005. 
All provisions of the Reinsurance Agreement not in conflict with the
provisions of this Amendment III shall remain unchanged.


 


As of the effective date of this
Amendment III, the following shall replace Exhibit B-1 — Plans Covered in
its entirety.


 


EXHIBIT B-1


 


PLANS COVERED


 


This
Agreement provides for reinsurance of the Company’s Single Premium Deferred Annuities
(SPDAs) and Flexible Premium Deferred Annuities (FPDAs), with the plan codes
listed below.


 


All
such plans issued and in-force as of the Effective Date of the Agreement and
all such plans issued on or after the Effective Date are reinsured under the
Agreement.


 


With
respect to plans reinsured with EquiTrust Life Insurance Company as of the
Effective Date of this Agreement, the Agreement provides reinsurance on the
portion of such plans not reinsured with EquiTrust Life Insurance Company.


 


Plan
Codes


 


	
  ACCUMULATOR

  	
   

  	
  FPDA-3 7.3

  	
   

  	
  I-2001TX

  	
   

  	
  INDEX-26

  	
   

  	
  SNF ACC55

  
	
  BN PROCEED

  	
   

  	
  FPDA-3 REV

  	
   

  	
  I-2001TX-5

  	
   

  	
  INDEX-27

  	
   

  	
  SNF ACCUM

  
	
  BRAVO

  	
   

  	
  FPDA-3FL

  	
   

  	
  I-2002

  	
   

  	
  INDEX-27IN

  	
   

  	
  SPDA-1

  
	
  BRAVO 2003

  	
   

  	
  FPDA-3IN

  	
   

  	
  I-2002 REV

  	
   

  	
  INDEX-28

  	
   

  	
  SPDA-1(3%)

  
	
  CUMULATOR

  	
   

  	
  FPDA-3TX

  	
   

  	
  I-25 (REV)

  	
   

  	
  INDEX-28IN

  	
   

  	
  SPDA-1PA

  
	
  F-3FLREV

  	
   

  	
  FPDA-4

  	
   

  	
  I-27 (REV)

  	
   

  	
  INDEX-28KY

  	
   

  	
  SPDA-1PLUS

  
	
  F-3INREV

  	
   

  	
  FPDA-4PA

  	
   

  	
  I-27REV IN

  	
   

  	
  INDEX-29

  	
   

  	
  SPDA-1SNF

  
	
  F-3REVTX

  	
   

  	
  FPDA-4SNF

  	
   

  	
  I-27REV KY

  	
   

  	
  INDEX-30

  	
   

  	
  SPDA-1UT

  
	
  FPD22.25IN

  	
   

  	
  FPDA-5

  	
   

  	
  I-29 (REV)

  	
   

  	
  INDEX-3-05

  	
   

  	
  SPDA-2

  
	
  FPD32.25IN

  	
   

  	
  FPDA5 2.25

  	
   

  	
  IDX-1-05IN

  	
   

  	
  INDEX-30IN

  	
   

  	
  SPDA-2(3%)

  



 


	
   

  	
   

  	
  AUTOMATIC
  YRT

  
	
   

  	
   

  	
  HA-AEIL-05

  
	
  June 29, 2009

  	
   

  	
  AMENDMENT
  III

  



 

















 


	
  FPD72.25IN

  	
   

  	
  FPDA5225IN

  	
   

  	
  IDX-1-05KY

  	
   

  	
  INDEX-30KY

  	
   

  	
  SPDA-2PA

  
	
  FPD82.25IN

  	
   

  	
  FPDA-5FL

  	
   

  	
  IDX-26 7.5

  	
   

  	
  INDEX-4

  	
   

  	
  SPDA-2SNF

  
	
  FPDA-1

  	
   

  	
  FPDA-5PLUS

  	
   

  	
  IDX-4-05TX

  	
   

  	
  INDEX-4-05

  	
   

  	
  SPDA-5

  
	
  FPDA-1(3%)

  	
   

  	
  FPDA-6

  	
   

  	
  INDEX

  	
   

  	
  INDEX-5

  	
   

  	
  STRETCH

  
	
  FPDA-10

  	
   

  	
  FPDA-6FL

  	
   

  	
  INDEX-1

  	
   

  	
  INDEX-5-05

  	
   

  	
  SUPER-7

  
	
  FPDA-10SNF

  	
   

  	
  FPDA-6TX

  	
   

  	
  INDEX-2

  	
   

  	
  INDEX-6

  	
   

  	
  SUPER-7REV

  
	
  FPDA-10TX

  	
   

  	
  FPDA-7

  	
   

  	
  INDEX-10

  	
   

  	
  INDEX-6SNF

  	
   

  	
  SUPER-7TX

  
	
  FPDA-10VA

  	
   

  	
  FPDA7 2.25

  	
   

  	
  INDEX-1-05

  	
   

  	
  INDEX-6TX

  	
   

  	
  SUPR7 2.25

  
	
  FPDA-11

  	
   

  	
  FPDA-8

  	
   

  	
  INDEX-12

  	
   

  	
  INDEX-8

  	
   

  	
  SUPR7225IN

  
	
  FPDA-11SNF

  	
   

  	
  FPDA8 2.25

  	
   

  	
  INDEX-13

  	
   

  	
  INDEX-T03

  	
   

  	
  FPD11NOMVA

  
	
  FPDA-11TX

  	
   

  	
  FPDA-PD2

  	
   

  	
  INDEX-15

  	
   

  	
  INDEXP3

  	
   

  	
  FPDA-10PA

  
	
  FPDA-1PA

  	
   

  	
  GFIR

  	
   

  	
  INDEX-16

  	
   

  	
  INDEXP3FL

  	
   

  	
  FPDA-10WA

  
	
  FPDA-1SNF

  	
   

  	
  GFIR2-3

  	
   

  	
  INDEX-17

  	
   

  	
  INDEXP3-PA

  	
   

  	
  INDEX-6-05

  
	
  FPDA-2

  	
   

  	
  GFIR-5

  	
   

  	
  INDEX-18

  	
   

  	
  INDEXP3TX

  	
   

  	
  IDX-6-05-1

  
	
  FPDA2 2.25

  	
   

  	
  I-19 (REV)

  	
   

  	
  INDEX-19

  	
   

  	
  INDX-2

  	
   

  	
  INDEX-2-06

  
	
  FPDA2-2001

  	
   

  	
  I-19 REV7

  	
   

  	
  INDEX-22

  	
   

  	
  INDX-I

  	
   

  	
  FPDA-10IN

  
	
  FPDA-2PLUS

  	
   

  	
  I-2000

  	
   

  	
  INDEX-23

  	
   

  	
  INDX-IIN

  	
   

  	
  FPDA-12

  
	
  FPDA-2TX

  	
   

  	
  I-2000TX

  	
   

  	
  INDEX-24

  	
   

  	
  INDX-IPA

  	
   

  	
  IDX1-07FL

  
	
  FPDA-3

  	
   

  	
  I-2000TX-5

  	
   

  	
  INDEX-25

  	
   

  	
  INDX-ITX

  	
   

  	
  IX107ELFL

  
	
  FPDA3 2.25

  	
   

  	
  I-2001

  	
   

  	
  INDEX-25WA

  	
   

  	
  S-7TXREV

  	
   

  	
   

  
	
  IDX-1-07ELB

  	
   

  	
  IDX-1-07LB

  	
   

  	
  INDEX 1-07

  	
   

  	
  IX107LBFL

  	
   

  	
   

  



 


EXHIBIT E


 


EXPERIENCE
REFUND CALCULATION


 


The
method of calculation of the Experience Refund Amount is described below.


 


Define
the following terms in respect of each Reinsured Policy:


 


RP is the
Reinsurance Premium for the quarter, calculated in accordance with Exhibit D;


FV is the fund
value of the policy at the beginning of the quarter;


RS is the
Reinsurer’s Share, as specified in Exhibit A;


SC is the
surrender charge applicable to the policy at the beginning of the quarter (or
policy date if later);


CA is the Claim
Amount on the policy in the quarter, where the Claim Amount is as defined in Exhibit B-2;


CR is the Claim
Reimbursement on the policy in the quarter, where the Claim Reimbursement is as
defined in Exhibit B-2;


 


Calculate
the Reinsurance Gain (RG) on the
policy as:


 


RG = RP
- (CA - CR)


 


Calculate
the Reinsurance Risk Charge (RRC) for the
policy as:


 

















 


RRC =
FV × RS × SC × (0.1 + 0.02) × 0.0125


 


Calculate
the Total Reinsurance Gain (TRG) and Total
Reinsurance Risk Charge (TRRC) as the
sum of the values of RG and RRC, calculated as described above, for all the Reinsured
Policies.


 


The
Experience Account Balance at the end of the quarter (EABt) is defined as:


 


EABt = min[0,
(EABt-1 × 1.03) +
TRG - TRRC]


 


where
EABt-1 is the Experience Account Balance at the end
of the previous quarter (or zero if the Experience Refund Calculation is being
done for the first time).


 


For quarters
ending December 31, 2012 and prior, the
Experience Refund Amount (ERA) for the quarter is given by:


 


ERA = max [0, (EABt-1 x 1.03) + TRG – TRRC]


 


For quarters
ending after December 31, 2012, the Experience Refund Amount (ERA) is zero.


 


EXECUTION


 


In
witness of the above, this Amendment III is signed in duplicate at the dates
and places indicated with an effective date of April 1,
2009.


 


	
  HANNOVER
  LIFE REASSURANCE COMPANY OF

  	
   

  	
  AMERICAN
  EQUITY INVESTMENT LIFE

  
	
  AMERICA

  	
   

  	
  INSURANCE
  COMPANY

  
	
  ORLANDO,
  FLORIDA

  	
   

  	
  WEST
  DES MOINES, IOWA

  
	
   

  	
   

  	
   

  
	
  DATE:

  	
  JUNE
  29, 2009

  	
   

  	
  DATE:

  	
  JUNE
  29, 2009

  
	
   

  	
   

  	
   

  	
   

  
	
  BY:

  	
  /S/ GARY L. GRAY

  	
   

  	
  BY:

  	
  /S/ JOHN M. MATOVINA

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  TITLE:

  	
  VICE PRESIDENT

  	
   

  	
  TITLE:

  	
  EVP  & CFO

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  BY:

  	
  /S/ JEFFREY R. BURT

  	
   

  	
  WITNESS:

  	
  /S/ JUDITH A. NAANEP

  
	
   

  	
   

  	
   

  	
   

  
	
  TITLE:

  	
  EVP