AMENDMENTIII TO THE REINSURANCEAGREEMENT BETWEEN AMERICANEQUITY INVESTMENT LIFE INSURANCE COMPANY (Referred to inthis Amendment as the Company) AND HANNOVERLIFE REASSURANCE COMPANY OF AMERICA (Referred to inthis 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

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.