0001039828-13-000035 Sample Contracts

CHANGE IN CONTROL AGREEMENT
Change in Control Agreement • March 7th, 2013 • American Equity Investment Life Holding Co • Life insurance • Iowa

THIS AGREEMENT is entered into this day of December, 2012 by and between AMERICAN EQUITY INVESTMENT LIFE HOLDING COMPANY, an Iowa corporation (the "Company"), and (the "Executive"). The Company's Board of Directors ( the "Board") has determined that it is in the best interests of the Company and its stockholders to ensure that the Company and its Affiliates will have the continued dedication of the Executive, notwithstanding the possibility, threat or occurrence of a termination of the Executive's employment in certain circumstances, including following a Change in Control as defined herein. The Board believes it is imperative to diminish the inevitable distraction of the Executive by virtue of the personal uncertainties and risks created by a pending or threatened termination of the Executive's employment in such circumstances and to provide the Executive with compensation and benefits arrangements upon such a termination which ensure that the compensation and benefits expectations of

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AMENDMENT TO CHANGE IN CONTROL AGREEMENT
Change in Control Agreement • March 7th, 2013 • American Equity Investment Life Holding Co • Life insurance

This AMENDMENT (this “Amendment”), dated as of December __, 2012, to the Change in Control Agreement (as defined below) is made by and between American Equity Investment Life Holding Company (the “Company”) and ___________ (the “Executive”).

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