Exhibit 4.20


 


AMERICAN EQUITY CAPITAL TRUST I


RESIGNATION OF PROPERTY TRUSTEE


 


Whereas,
the undersigned was named the initial Property Trustee under the Amended and
Restated Declaration of Trust of American Equity Capital Trust I (the “Trust”),
dated as of September 7, 1999 (the “Declaration”); and


 


Whereas,
the undersigned has served as the Property Trustee of the Trust from September 7,
1999 to the present; and


 


Whereas,
subparagraph (d) of Section 5.6 of the Declaration permits the
Property Trustee of the Trust to resign, as follows:


 


“(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;”
and


 


Whereas,
the undersigned now wishes to resign as the Property Trustee of the Trust.


 


Now Therefore, pursuant to subparagraph (d) of
Section 5.6 of the Declaration, the undersigned, WEST DES MOINES STATE
BANK, hereby resigns as the Property Trustee of the Trust, effective upon the
appointment of a Successor Property Trustee and acceptance by written
instrument executed by such Successor Property Trustee and delivery to the
Trust, the Sponsor and the resigning Property Trustee.


 


 


	
  WEST
  DES MOINES STATE BANK

  
	
   

  
	
   

  
	
  By:

  	
  /s/  Carol
  T. Stone

  	
   

  
	
   

  	
  Name:  Carol
  T. Stone

  
	
   

  	
  Title:  Senior
  Trust Officer

  
	
   

  	
   

  
	
   

  	
   

  
	
  Dated:

  	
  February 8,
  2006

  



 

















 


AMERICAN EQUITY CAPITAL TRUST I


RESIGNATION OF DELAWARE TRUSTEE


 


Whereas,
the undersigned was named the initial Delaware Trustee under the Amended and
Restated Declaration of Trust of American Equity Capital Trust I (the “Trust”),
dated as of September 7, 1999 (the “Declaration”); and


 


Whereas,
the undersigned has served as the Delaware Trustee of the Trust from September 7,
1999 to the present; and


 


Whereas,
subparagraph (d) of Section 5.6 of the Declaration permits the
Delaware Trustee of the Trust to resign, as follows:


 


“(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;”
and


 


Whereas,
the undersigned now wishes to resign as the Delaware Trustee of the Trust.


 


Now
Therefore, pursuant to subparagraph (d) of Section 5.6 of the
Declaration, the undersigned, DELAWARE TRUST COMPANY, NATIONAL ASSOCIATION,
formally known as FIRST UNION TRUST COMPANY, NATIONAL ASSOCIATION, hereby
resigns as the Delaware Trustee of the Trust, effective upon the appointment of
a Successor Delaware Trustee and acceptance by written instrument executed by
such Successor Delaware Trustee and delivery to the Trust, the Sponsor and the
resigning Delaware Trustee.


 


DELAWARE
TRUST COMPANY, NATIONAL ASSOCIATION, formally known as FIRST UNION TRUST
COMPANY, NATIONAL ASSOCIATION


 


 


	
  By:

  	
  /s/  Jason
  Concavage

  	
   

  
	
   

  	
  Name:  Jason
  Concavage

  
	
   

  	
  Title:  Trust
  Officer

  



 

















 


AMERICAN EQUITY CAPITAL TRUST I


CHANGE OF 
REGISTRAR, PAYING AGENT


AND CONVERSION AGENT


 


Whereas,
under the Amended and Restated Declaration of Trust of American Equity Capital
Trust I (the “Trust”), dated as of September 7, 1999 (the “Declaration”),
West Des Moines State Bank was appointed as the initial Registrar, Paying Agent
and Conversion Agent; and


 


Whereas,
West Des Moines State Bank has served as the Registrar, the Paying Agent and
the Conversion Agent of the Trust from September 7, 1999 to the present;
and


 


Whereas,
Section 7.4 of the Declaration permits the Trust to change the Registrar,
the Paying Agent and the Conversion Agent as follows:


 


“Section 7.4  Registrar, Paying Agent and Conversion Agent.
The Trust shall maintain in West Des Moines, Iowa (i) an office or agency
where Trust Preferred Securities may be presented for registration of transfer
or exchange (the “Registrar”), (ii) an office or agency where Trust
Preferred Securities may be presented for payment (the “Paying Agent”) and an
office or agency where Trust Preferred Securities may be presented for
conversion (the “Conversion Agent”). The Registrar shall keep a register of the
Trust Preferred Securities and of their transfer and exchange. The Trust may
appoint the Registrar, the Paying Agent and the Conversion Agent and may
appoint one or more co-registrars, one or more additional paying agents and one
or more additional conversion agents in such other locations as it shall
determine. The term “Paying Agent” includes any additional paying agent and the
term “Conversion Agent” includes any additional conversion agent. The Trust may
change any Paying Agent, Registrar, co-registrar or Conversion Agent without
prior notice to any Holder. The Paying Agent shall be permitted to resign as
Paying Agent upon 30 days’ written notice to the Administrative Trustees. The
Trust shall notify the Property Trustee of the name and address of any Agent
not a party to this Declaration. If the Trust fails to appoint or maintain
another entity as Registrar, Paying Agent or Conversion Agent, the Property
Trustee shall act as such. The Trust or any of its Affiliates may act as Paying
Agent, Registrar, or Conversion Agent. The Trust shall act as Paying Agent,
Registrar, co-registrar, and Conversion Agent for the Trust Common Securities.


 


The
Trust initially appoints the Property Trustee as Registrar, Paying Agent and
Conversion Agent for the Trust Preferred Securities.”


 


Whereas,
the Trust now wishes to change the Registrar, the Paying Agent and the
Conversion Agent for the Trust Preferred Securities.


 

















 


Now Therefore, pursuant to Section 7.4
of the Declaration, the Trust hereby appoints AMERICAN EQUITY INVESTMENT LIFE
HOLDING COMPANY as the new Registrar, the new Paying Agent and the new
Conversion Agent for the Trust Preferred Securities, effective upon there date
hereof.


 


 


	
  AMERICAN EQUITY CAPITAL TRUST I

  
	
   

  
	
   

  
	
  By:

  	
  /s/  Debra
  J. Richardson

  	
   

  
	
   

  	
  Name:  Debra
  J. Richardson

  
	
   

  	
  Title:

  
	
   

  
	
   

  
	
  Dated:

  	
  February     ,
  2006

  



 


 


Accepted
and agreed:


 


	
  AMERICAN
  EQUITY INVESTMENT LIFE HOLDING COMPANY

  
	
   

  
	
   

  
	
  By:

  	
  /s/  Ted
  M. Johnson

  	
   

  
	
   

  	
  Name:  Ted
  M. Johnson

  
	
   

  	
  Title:  Vice
  President – Accounting

  



 

















 


AMERICAN EQUITY CAPITAL TRUST I


ACCEPTANCE OF APPOINTMENT AS


PROPERTY TRUSTEE AND DELAWARE TRUSTEE


 


Whereas,
the West Des Moines State Bank has resigned as Property Trustee (the “Resigning
Property Trustee”) pursuant to the Amended and Restated Declaration of Trust of
American Equity Capital Trust I (the “Trust”), dated as of September 7,
1999 (the “Declaration”); and


 


Whereas,
the First Union Trust Company, National Association has resigned as Delaware
Trustee (the “Resigning Delaware Trustee”) pursuant to the Declaration; and


 


Whereas,
the American Equity Investment Life Holding Company, (the “Sponsor”) wishes to
appoint the undersigned as the Successor Delaware Trustee and the Successor Property
Trustee of the Trust; and


 


Whereas,
subparagraph (d)(i)(A) of Section 5.6 of the Declaration requires
that appointment of a Successor Property Trustee be accepted “by written
instrument executed by such Successor Property Trustee and delivered to the
Trust, the Sponsor and the resigning Property Trustee;” and


 


Whereas,
subparagraph (d)(ii) of Section 5.6 of the Declaration requires that
appointment of a Successor Delaware Trustee be accepted “by written instrument
executed by such Successor Delaware Trustee and delivered to the Trust, the
Sponsor and the resigning Delaware Trustee;” and


 


Whereas,
the undersigned now wishes to accept the appointment as Successor Delaware
Trustee and Successor Property Trustee of the Trust.


 


Now
Therefore, pursuant to the Declaration, the undersigned, WILMINGTON TRUST
COMPANY, hereby accepts the appointment as the Successor Delaware Trustee and
the Successor Property Trustee of the Trust, effective upon delivery of this
written instrument to the Trust, the Sponsor, the Resigning Delaware Trustee
and the Resigning Property Trustee.


 

















 


	
  WILMINGTON
  TRUST COMPANY

  
	
   

  
	
   

  
	
  By:

  	
  /s/  Geoffrey
  J. Lewis

  	
   

  
	
   

  	
  Name:  Geoffrey
  J. Lewis

  
	
   

  	
  Title:  Financial
  Services Officer

  
	
   

  
	
   

  
	
  Dated:

  	
  September 12,
  2006

  



 


















 


INDENTURE


DATED AS OF SEPTEMBER 7,
1999


RESIGNATION AS TRUSTEE


 


Whereas,
the undersigned was named the initial Indenture Trustee under the Indenture,
dated as of September 7, 1999 (the “Indenture”) between the American
Equity Investment Life Holding Company, (the “Company”) and the undersigned,
(the “Resigning Trustee”); and


 


Whereas,
the undersigned has served as the Indenture Trustee from September 7, 1999
to the present; and


 


Whereas,
subparagraph (b) of Section 610 of the Indenture permits the Trustee to
resign as follows:


 


“(b) The
Trustee may resign at any time by giving written notice thereof to the Company”;
and


 


Whereas,
the undersigned now wishes to resign as Trustee.


 


Now
Therefore, pursuant to subparagraph (b) of Section 610 of the Indenture,
the undersigned, WEST DES MOINES STATE BANK, hereby resigns as Trustee, effective
upon the appointment of a Successor Trustee and acceptance by written
instrument executed by such Successor Trustee and delivery to the Company and
the Resigning Trustee.


 


 


	
  WEST
  DES MOINES STATE BANK

  
	
   

  
	
   

  
	
  By:

  	
  /s/  Carol
  T. Stone

  	
   

  
	
   

  	
  Name:  Carol
  T. Stone

  
	
   

  	
  Title:  Senior
  Trust Officer

  
	
   

  
	
   

  
	
  Dated:

  	
  February 8,
  2006

  



 

















 


INDENTURE


DATED AS OF SEPTEMBER 7,
1999


CHANGE OF PAYING AGENT,
REGISTRAR AND CONVERSION AGENT


 


Whereas,
under the Indenture, dated as of September 7, 1999 (the “Indenture”)
between the American Equity Investment Life Holding Company, (the “Company”)
and West Des Moines State Bank (the “Indenture Trustee”), the Indenture Trustee
initially acted as the Paying Agent, the Registrar and the Conversion Agent;
and


 


Whereas,
the Indenture Trustee has served as the Paying Agent, the Registrar and the
Conversion Agent from September 7, 1999 to the present; and


 


Whereas,
Section 313 of the Indenture permits the Company to change any Paying
Agent, Registrar or Conversion Agent as follows:


 


“Section 313.
Paying Agent, Registrar and Conversion Agent.  The Trustee will initially act as Paying
Agent, Registrar and Conversion Agent. 
The Company may change any Paying Agent, Registrar, co-registrar or
Conversion Agent without prior notice. 
The Company or any of its Affiliates may act in any such capacity.”; and


 


Whereas,
the Company now wishes to appoint itself as Paying Agent, Registrar and
Conversion Agent.


 


Now
Therefore, pursuant to Section 313 of the Indenture, the Company hereby
appoints itself and hereby accepts such appointment as Paying Agent, Registrar
and Conversion Agent, effective upon the date hereof.


 


 


	
  AMERICAN
  EQUITY INVESTMENT LIFE INSURANCE COMPANY

  
	
   

  
	
   

  
	
  By:

  	
  /s/  Ted
  M. Johnson

  	
   

  
	
   

  	
  Name:  Ted
  M. Johnson

  
	
   

  	
  Title:  Vice
  President - Accounting

  
	
   

  
	
   

  
	
  Dated:

  	
  February     ,
  2006

  



 

















 


INDENTURE


DATED AS OF SEPTEMBER 7,
1999


ACCEPTANCE OF APPOINTMENT AS TRUSTEE


 


Whereas,
the West Des Moines State Bank has resigned as Indenture Trustee (the “Resigning
Trustee”) pursuant to the Indenture, dated as of September 7, 1999 (the “Indenture”)
between the American Equity Investment Life Holding Company, (the “Company”)
and West Des Moines State Bank, as Indenture Trustee.


 


Whereas,
the Company wishes to appoint the undersigned as Successor Trustee; and


 


Whereas,
Section 611 of the Indenture requires the Successor Trustee to accept an
appointment as follows:


 


“Every
successor Trustee appointed hereunder shall execute, acknowledge and deliver to
the Company and to the retiring Trustee an instrument accepting such
appointment, and thereupon the resignation or removal of the retiring Trustee
shall become effective and such successor Trustee, without any further act,
deed or conveyance, shall become vested with all the rights, powers, trusts and
duties of the retiring Trustee;” and


 


Whereas,
the undersigned now wishes to accept the appointment as Successor Trustee.


 


Now
Therefore, pursuant to Section 611 of the Indenture, the undersigned,
WILMINGTON TRUST COMPANY, hereby accepts the appointment as Successor Trustee,
effective upon delivery of this instrument to the Company and to the Resigning
Trustee.


 


 


	
  WILMINGTON
  TRUST COMPANY

  
	
   

  
	
   

  
	
  By:

  	
  /s/  Geoffrey
  J. Lewis

  	
   

  
	
   

  	
  Name:  Geoffrey
  J. Lewis

  
	
   

  	
  Title:  Financial
  Services Officer

  
	
   

  
	
   

  
	
  Dated:

  	
  September 12,
  2006

  



 

















 


TRUST PREFERRED SECURITIES
GUARANTEE AGREEMENT


DATED AS OF SEPTEMBER 7,
1999


RESIGNATION AS PREFERRED
GUARANTEE TRUSTEE


 


Whereas,
the undersigned was named the initial Preferred Guarantee Trustee under the
Trust Preferred Securities Guarantee Agreement, dated as of September 7,
1999 (the “Guarantee Agreement”) between the American Equity Investment Life
Holding Company, (the “Guarantor”) and the undersigned, (the “Resigning
Preferred Guarantee Trustee”); and


 


Whereas,
the undersigned has served as the Preferred Guarantee Trustee from September 7,
1999 to the present; and


 


Whereas,
Section 4.2 of the Guarantee Agreement permits the Preferred Guarantee
Trustee to resign as follows:


 


“(b)                           Subject to Section 4.2(c), the Preferred
Guarantee Trustee may resign from office (without need for prior or subsequent
accounting) by an instrument in writing executed by the Preferred Guarantee
Trustee and delivered to the Guarantor.


 


(c)                                  The Preferred Guarantee Trustee shall hold
office and shall not be removed in accordance with Section 4.2(a) or
resign in accordance with Section 4.2(b) unless and until a Successor
Preferred Guarantee Trustee has been appointed and has accepted such
appointment by written instrument executed by such Successor Preferred
Guarantee Trustee and delivered to the Guarantor and, in the case of a
resignation in accordance with Section 4.2(b), the resigning Preferred
Guarantee Trustee.”; and


 


Whereas,
the undersigned now wishes to resign as Preferred Guarantee Trustee.


 


Now Therefore, pursuant to Section 4.2
of the Guarantee Agreement, the undersigned, WEST DES MOINES STATE BANK, hereby
resigns as Preferred Guarantee Trustee, effective upon the appointment of a
Successor Preferred Guarantee Trustee and acceptance by written instrument
executed by such Successor Preferred Guarantee Trustee and delivery to the
Guarantor and the Resigning Preferred Guarantee Trustee.


 

















 


	
  WEST
  DES MOINES STATE BANK

  
	
   

  
	
   

  
	
  By:

  	
  /s/  Carol
  T. Stone

  	
   

  
	
   

  	
  Name:  Carol
  T. Stone

  
	
   

  	
  Title:  Senior
  Trust Officer

  
	
   

  
	
   

  
	
  Dated:

  	
  February 8,
  2006

  



 

















 


TRUST PREFERRED SECURITIES
GUARANTEE AGREEMENT


DATED AS OF SEPTEMBER 7,
1999


ACCEPTANCE OF APPOINTMENT AS PREFERRED GUARANTEE
TRUSTEE


 


Whereas,
the West Des Moines State Bank has resigned as Preferred Guarantee Trustee (the
“Resigning Preferred Guarantee Trustee”) pursuant to the Trust Preferred
Securities Guarantee Agreement, dated as of September 7, 1999 (the “Guarantee
Agreement”) between the American Equity Investment Life Holding Company, (the “Guarantor”)
and West Des Moines State Bank, as Preferred Guarantee Trustee.


 


Whereas,
the Guarantor wishes to appoint the undersigned as Successor Preferred
Guarantee Trustee; and


 


Whereas,
Section 4.2(c) of the Guarantee Agreement requires the Successor
Preferred Guarantee Trustee to accept an appointment as follows:


 


“(c)                            The Preferred Guarantee Trustee shall hold
office and shall not be removed in accordance with Section 4.2(a) or
resign in accordance with Section 4.2(b) unless and until a Successor
Preferred Guarantee Trustee has been appointed and has accepted such
appointment by written instrument executed by such Successor Preferred
Guarantee Trustee and delivered to the Guarantor and, in the case of a
resignation in accordance with Section 4.2(b), the resigning Preferred
Guarantee Trustee.”; and


 


Whereas,
the undersigned now wishes to accept the appointment as Successor Preferred
Guarantee Trustee.


 


Now
Therefore, pursuant to Section 4.2(c) of the Guarantee Agreement, the
undersigned, WILMINGTON TRUST COMPANY, hereby accepts the appointment as
Successor Preferred Guarantee Trustee, effective upon delivery of this
instrument to the Guarantor and to the Resigning Preferred Guarantee Trustee.


 

















 


	
  WILMINGTON
  TRUST COMPANY

  
	
   

  
	
   

  
	
  By:

  	
  /s/  Geoffrey
  J. Lewis

  	
   

  
	
   

  	
  Name:  Geoffrey
  J. Lewis

  
	
   

  	
  Title:  Financial
  Services Officer

  
	
   

  
	
   

  
	
  Dated:

  	
  September 12,
  2006