0001047469-05-006360 Sample Contracts

GUARANTEE AGREEMENT between AMERICAN EQUITY INVESTMENT LIFE HOLDING COMPANY, as Guarantor, and JPMORGAN CHASE BANK, N.A., as Guarantee Trustee Dated as of December 22, 2004 AMERICAN EQUITY CAPITAL TRUST VIII
Guarantee Agreement • March 14th, 2005 • American Equity Investment Life Holding Co • Life insurance • New York

GUARANTEE AGREEMENT, dated as of December 22, 2004, executed and delivered by AMERICAN EQUITY INVESTMENT LIFE HOLDING COMPANY, an Iowa corporation (the "Guarantor") having its principal office at 5000 Westown Parkway, Suite 440, West Des Moines, IA 50266, and JPMORGAN CHASE BANK, N.A., a national banking association, as trustee (in such capacity, the "Guarantee Trustee"), for the benefit of the Holders (as defined herein) from time to time of the Preferred Securities (as defined herein) of AMERICAN EQUITY CAPITAL TRUST VIII, a Delaware statutory trust (the "Issuer").

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REGISTRATION RIGHTS AGREEMENT Dated as of December 30, 2004 by and between AMERICAN EQUITY INVESTMENT LIFE HOLDING COMPANY and DEUTSCHE BANK SECURITIES INC. 5.25% Contingent Convertible Senior Notes Due 2024
Registration Rights Agreement • March 14th, 2005 • American Equity Investment Life Holding Co • Life insurance • New York

This Registration Rights Agreement (this “Agreement”) is dated as of December 30, 2004, by and between American Equity Investment Life Holding Company, an Iowa corporation (the “Company”), and Deutsche Bank Securities Inc. (the “Initial Purchaser”).

FIRST AMENDMENT TO SECOND RESTATED AND AMENDED GENERAL AGENCY COMMISSION AND SERVICING AGREEMENT
And Servicing Agreement • March 14th, 2005 • American Equity Investment Life Holding Co • Life insurance • Iowa

This FIRST AMENDMENT dated as of December 29, 2004, amends certain provisions of that certain SECOND RESTATED AND AMENDED GENERAL AGENCY COMMISSION AND SERVICING AGREEMENT, dated as of October 1, 2002 (the “General Agency Agreement”) between: AMERICAN EQUITY INVESTMENT LIFE INSURANCE COMPANY, an Iowa insurance corporation (“American Equity”), and AMERICAN EQUITY INVESTMENT SERVICE COMPANY, an Iowa corporation (“AEISC”).

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