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)

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
X-0XXXXX		XXXX-0XXX		X-00XXX XX		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		XXXX-0XX
XXX00.00XX		XXXX-0XX		IDX-26 7.5		INDEX-4		XXXX-0XXX
XXXX-0		XXXX-0XXXX		IDX-4-05TX		INDEX-4-05		XXXX-0
XXXX-0(0%)		XXXX-0		INDEX		INDEX-5		STRETCH
FPDA-10		FPDA-6FL		INDEX-1		XXXXX-0-00		XXXXX-0
XXXX-00XXX		XXXX-0XX		INDEX-2		INDEX-6		SUPER-7REV
FPDA-10TX		FPDA-7		INDEX-10		INDEX-6SNF		SUPER-7TX
XXXX-00XX		XXXX0 2.25		INDEX-1-05		INDEX-6TX		SUPR7 2.25
XXXX-00		XXXX-0		INDEX-12		INDEX-8		SUPR7225IN
FPDA-11SNF		FPDA8 2.25		INDEX-13		INDEX-T03		XXX00XXXXX
XXXX-00XX		XXXX-XX0		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		XXXX-X		XXXX-00XX
XXXX-0XXXX		X-0000		INDEX-23		INDX-IIN		XXXX-00
XXXX-0XX		X-0000XX		INDEX-24		INDX-IPA		XXX0-00XX
XXXX-0		X-0000XX-0		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/ XXXX X. XXXX		BY:	/S/ XXXX X. XXXXXXXX
TITLE:	VICE PRESIDENT		TITLE:	EVP  & CFO
BY:	/S/ XXXXXXX X. XXXX		WITNESS:	/S/ XXXXXX X. XXXXXX
TITLE:	EVP