Exhibit
4.7A


 


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