Exhibit
4.10A


 


INDENTURE


DATED AS OF OCTOBER 29,
1999


RESIGNATION AS TRUSTEE


 


Whereas, the undersigned was
named the initial Indenture Trustee under the Indenture, dated as of October 29,
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 October 29, 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 OCTOBER 29,
1999


CHANGE OF PAYING AGENT AND
REGISTRAR


 


Whereas, under the
Indenture, dated as of October 29, 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 and the Registrar; and


 


Whereas, the Indenture
Trustee has served as the Paying Agent and the Registrar from October 29,
1999 to the present; and


 


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


 


“Section 313. Paying
Agent and Registrar.  The Trustee
will initially act as Paying Agent and Registrar.  The Company may change any Paying Agent,
Registrar or co-registrar 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 and Registrar.


 


Now Therefore, pursuant to Section 313
of the Indenture, the Company hereby appoints itself and hereby accepts such
appointment as Paying Agent and Registrar, 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 OCTOBER 29, 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 October 29, 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 OCTOBER 29,
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 October 29, 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 October 29, 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 OCTOBER 29,
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 October 29, 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