ARTICLES OF INCORPORATION
 
                                       OF
 
                                NEWCO IOWA, INC.
 
 
TO THE SECRETARY OF STATE
OF THE STATE OF IOWA:
 
     The undersigned, acting as incorporator of a corporation under the Iowa
Business Corporation Act, adopts the following Articles of Incorporation for
such corporation:
 
                                    ARTICLE I
 
     The name of the corporation is NewCo Iowa, Inc.
 
                                   ARTICLE II
 
     The name and address of the incorporator of this corporation is:
 
               Wendy L. Carlson
               317 Sixth Avenue, Suite 1200
               Des Moines, Iowa 50309-4195
 
                                   ARTICLE III
 
     The street address of the corporation's initial registered office in Iowa
and the name of its initial registered agent at that office is:
 
               Debra J. Richardson
               5000 Westown Parkway, Suite 440
               West Des Moines, Iowa 50266
 
                                   ARTICLE IV
 
     The total number of shares that may be issued by this Corporation is
12,000,000 shares of which 2,000,000 shares of the par value of $1 per share
shall be designated Series Preferred Stock and 10,000,000 shares of the par
value of $1 per share shall be designated Common Stock.
 
     A. Common Shares. Each holder of Common Stock shall have one vote for each
share of Common Stock held by such holder. Subject to the rights of the holders
of any outstanding Series Preferred Stock, the holders of Common Stock shall be
entitled to receive dividends from the remaining surplus of the Corporation,
when and as such dividends shall be declared by the Board of Directors. Subject
to the rights of the holders of any outstanding Series Preferred Stock, upon the
dissolution of the Corporation or upon its liquidation otherwise, or upon any
distribution of its assets by way of return of capital, the holders of Common
Stock shall be entitled to receive and be paid all the remaining assets of the
Corporation.
 
     B. Series Preferred Shares. The following is (i) a statement of the
designations, voting powers, preferences and rights and the qualifications,
limitations or restrictions of the
 
 
<PAGE>
 
Series Preferred Stock except as the designations, voting powers, preferences
and rights and qualifications, limitations or restrictions thereof of any series
of Series Preferred Stock may be stated and expressed in a resolution or
resolutions providing for the issuance of such series pursuant to authority
herein expressly vested in the Board of Directors of the Corporation; and (ii) a
statement of the authority referred to above expressly vested in the Board of
Directors.
 
     (1) The Series Preferred Stock may be issued from time to time in one or
more series of any number of shares; provided that the aggregate number of
shares outstanding of all such series shall not exceed the total number of
shares of Series Preferred Stock authorized by this Article IV. Each series of
Series Preferred Stock shall be distinctively designated. Except as otherwise
provided by the resolutions creating the series of Series Preferred Stock, all
series of Series Preferred Stock shall rank equally and be identical in all
respects.
 
     (2) Except as otherwise provided by the resolutions creating any series of
Series Preferred Stock, holders of such Series Preferred Stock shall not have
any right to vote for election of directors or on any other matter or any right
to notice of any meeting of stockholders.
 
     (3) In the event of any complete, or substantially complete, voluntary or
involuntary, liquidation, dissolution or winding up of the Corporation, before
any distribution or payment shall be made to the holders of the Common Stock, if
one or more series of Series Preferred Stock has been created as authorized in
this Article IV, all of the assets of the Corporation shall be paid and
distributed among the shareholders of the Corporation as provided in the
resolution or resolutions creating such series.
 
         Neither the merger nor consolidation of the Corporation into or with
any other corporation, nor the merger of any corporation into the Corporation,
nor the sale or transfer by the Corporation of all or any part of its assets
shall be deemed a liquidation, dissolution or winding up of the Corporation for
the purposes of this subsection (3).
 
     (4) Authority is hereby vested in the Board of Directors from time to time
to authorize the issuance of Series Preferred Stock of any series and to state
and express, in the resolution or resolutions creating and providing for the
issue of shares of any series, the designations, voting powers, if any,
preferences and relative participating, optional or other special rights and the
qualifications, limitations and restrictions thereof of such series to the full
extent nor or hereafter permitted by the laws of the State of Delaware in
respect of the matters set forth in the following clauses (a) through (h),
inclusive.
 
         (a) The designation of the series and the number of shares which shall
constitute such series, which number may be altered from time to time by like
action of the Board of Directors in respect of shares then unissued.
 
         (b) The annual dividend rate on the shares of that series, the
conditions upon which the time or times when such dividends are payable, the
preference to, or the relation to, the payment of the dividends payable on
shares of such series to the dividends payable on shares of any other class or
classes or any other series of stock, whether such dividends shall be cumulative
or noncumulative and, if cumulative, the dates from which dividends on shares of
such series shall be cumulative.
 
         (c) The redemption price or prices, if any, and the time or times at
which the terms and conditions upon which shares of such series shall be
redeemable.
 
         (d) The rights of shares of such series upon the liquidation,
dissolution or winding up of, or upon any distribution of the assets of, the
Corporation and the preference to, or the relation to, such rights of shares of
such series to the rights on any other class or classes or any other series of
stock of the Corporation.
 
 
<PAGE>
 
         (e) The voting rights, if any, of such series in addition to the voting
rights prescribed by law, and the terms of exercise of such voting rights.
 
         (f) The rights, if any, of the holders of such shares of such series to
convert such shares into, or to exchange such shares for, shares of any other
class or classes or of any other series of the same or any other class or
classes of stock of the Corporation and the price or prices or the rates of
exchange and the adjustments at which such shares shall be convertible or
exchangeable, and any other terms and conditions of such conversion or exchange.
 
         (g) The requirement of any sinking or purchase fund or funds to be
applied to the purchase or redemption of shares of such series and, if so, the
amount of such fund or funds and the manner of application.
 
         (h) Any other preferences and relative participating, optional or other
special rights of shares of such series and qualifications, limitations or
restrictions thereof.
 
                                    ARTICLE V
 
     No director shall have any personal liability to the corporation or its
shareholders for monetary damages for breach of fiduciary duty as a director
provided that nothing in this Article shall eliminate or limit the liability of
a director for breach of the director's duty of loyalty to the corporation or
its shareholders for acts or omissions not in good faith or which involve
intentional misconduct or a knowing violation of the law for a transaction from
which the director derives an improper personal benefit, or for an unlawful
distribution to the shareholders.
 
 
                                       /s/ Wendy L.  Carlson
                                       ----------------------------------
                                       Wendy L. Carlson
                                       317 Sixth Avenue, Suite 1200
                                       Des Moines, Iowa 50309-4195
 
                                       INCORPORATOR
 
 
 
 
 
                               ARTICLES OF MERGER
                                       OF
                 AMERICAN EQUITY INVESTMENT LIFE HOLDING COMPANY
 
TO THE SECRETARY OF STATE OF THE STATE OF IOWA:
 
     Pursuant to Section 1105 of the Iowa Business Corporation Act, the
undersigned corporation adopts the following Articles of Merger.
 
                                    ARTICLE I
 
     The plan of merger is set forth in the Agreement of Merger dated December
4, 1997 by and between NewCo Iowa, Inc., an Iowa corporation, and American
Equity Investment Life Holding Company, a Delaware insurance corporation, a true
and correct copy of which is attached hereto as Exhibit "A".
 
                                   ARTICLE II
 
     The Articles of Incorporation of NewCo Iowa, Inc. shall be amended to
change the name of NewCo Iowa, Inc. to "American Equity Investment Life Holding
Company."
 
                                   ARTICLE III
 
     The designation, number of outstanding shares, number of votes entitled to
be cast by each voting group entitled to vote separately on the plan as to each
corporation, and the total number of shares cast for and against the plan are as
follows:
 
                 AMERICAN EQUITY INVESTMENT LIFE HOLDING COMPANY
 
                                  Votes Entitled
Designation of       Shares       to be Cast on
    Group         Outstanding        Amendment       Votes for     Votes Against
- --------------    -----------     --------------     ---------     -------------
Common             1,754,414        1,754,414        1,275,664         10,000
 
                                NEWCO IOWA, INC.
 
                                  Votes Entitled
Designation of       Shares       to be Cast on
    Group         Outstanding        Amendment       Votes for     Votes Against
- --------------    -----------     --------------     ---------     -------------
Common                100              100              100              0
 
 
<PAGE>
 
                                  ARTICLE IV
 
     The merger plan includes the authorization of NewCo capital stock
consisting of 10,000,000 shares of common stock and 2,000,000 shares of Series
Preferred Stock.
 
                                       AMERICAN EQUITY INVESTMENT
                                       LIFE HOLDING COMPANY
 
 
                                       By: /s/ Wendy L. Carlson
                                           -----------------------------------
                                       Wendy L. Carlson, Assistant Secretary
 
 
 
 
 
 
                              ARTICLES OF AMENDMENT
                                       TO
                          THE ARTICLES OF INCORPORATION
                                       OF
                 AMERICAN EQUITY INVESTMENT LIFE HOLDING COMPANY
 
 
TO THE SECRETARY OF STATE OF THE STATE OF IOWA:
 
         Pursuant to Section 490.602 of the Iowa Business Corporation Act, the
undersigned corporation adopts the following amendment to the Corporation's
Articles of Incorporation.
 
1.  The name of the corporation is AMERICAN EQUITY INVESTMENT LIFE HOLDING
COMPANY.
 
2.  The Articles of Incorporation of AMERICAN EQUITY INVESTMENT LIFE HOLDING
COMPANY are hereby amended as follows:
 
         A.       By deleting in its entirety the first sentence of
                  Article IV, which now states:
 
                                        -DELETION-
 
                  The number of shares that may be issued by this Corporation is
                  27,000,000 shares of which 2,000,000 shares of the par value
                  of $1 per share, shall be designated Series Preferred Stock
                  and 25,000,000 shares of the par value of $1 per share shall
                  be designated Common Stock.
 
                  and inserting in lieu thereof the following:
 
                                       -INSERTION-
 
                  The number of shares that may be issued by this Corporation is
                  77,000,000 shares of which 2,000,000 shares of the par value
                  of $1 per share, shall be designated Series Preferred Stock
                  and 75,000,000 shares of the par value of $1 per share shall
                  be designated Common Stock.
 
         B.       By adding new Article VI thereto, which shall state as
                  follows:
 
                                       ARTICLE VI
 
<PAGE>
 
                  The directors of the Corporation shall be divided into three
                  classes, designated Class I, Class II and Class III. Each
                  class shall consist, as nearly as may be possible, of
                  one-third of the total number of directors constituting the
                  entire board of directors. The initial division of the board
                  of directors into classes shall be made by the decision of the
                  affirmative vote of the holders of a majority of the
                  outstanding shares of the Corporation's capital stock entitled
                  to vote thereon at the Annual Meeting of the stockholders in
                  2000. The term of the initial Class I directors shall
                  terminate on the date of the 2001 Annual Meeting; the term of
                  the initial Class II directors shall terminate on the date of
                  the 2002 Annual Meeting; and the term of the initial Class III
                  directors shall terminate on the date of the 2003 Annual
                  Meeting. At each succeeding Annual Meeting of stockholders
                  beginning in 2001, successors to the class of directors whose
                  term expires at that Annual Meeting shall be elected for a
                  three-year term. If the number of directors is changed, any
                  increase or decrease shall be apportioned among the classes so
                  as to maintain the number of directors in each class as nearly
                  equal as possible, and any additional director of any class
                  elected to fill a vacancy resulting from an increase in such
                  class shall hold office for a term that shall coincide with
                  the remaining term of that class, but in no case will a
                  decrease in the number of directors shorten the term of any
                  incumbent director.
 
 
3.  The date of adoption of the amendments was June 22, 2000.
 
4.  The amendments were approved by the shareholders. The designation, number of
outstanding shares, number of votes entitled to be cast by each voting group
entitled to vote separately on the amendment, and the number of votes of each
voting group indisputably represented at the meeting is as follows:
 
<TABLE>
<CAPTION>
 
                                   Votes Entitled
Designation       Shares            to be Cast on      Votes Represented
 of Group       Outstanding           Amendment           Represented
-----------     -----------        ---------------     -----------------
<S>             <C>                <C>                 <C>
Common           4,712,510            4,712,510           3,847,785
Preferred          625,000               -0-                 -0-
(nonvoting)
</TABLE>
 
         A.       The total number of votes cast for and against amendment A.
                  described above (to increase the number of shares of
                  authorized common stock) by each voting group entitled to vote
                  separately on the amendment is as follows:
 
                                        -2-
 
<PAGE>
 
<TABLE>
<CAPTION>
 
Voting Group       Votes For       Votes Against        Abstaining
------------       ---------       -------------        ----------
<S>                <C>             <C>                  <C>
Common              3,762,785          73,000             12,000
Preferred              N/A              N/A
</TABLE>
 
                  The number of votes cast for the amendment by each voting
                  group was sufficient for approval by that voting group.
 
         B.       The total number of votes cast for and against amendment B.
                  described above (to create a staggered board of directors) by
                  each voting group entitled to vote separately on the amendment
                  is as follows:
 
<TABLE>
<CAPTION>
 
Voting Group       Votes For       Votes Against        Abstaining
------------       ---------       -------------        ----------
<S>                <C>             <C>                  <C>
Common             3,832,285           9,500               6,000
Preferred             N/A               N/A
</TABLE>
                  The number of votes cast for the amendment by each voting
                  group was sufficient for approval by that voting group.
 
         Dated this 11th day of July, 2000.
 
                  AMERICAN EQUITY INVESTMENT LIFE HOLDING
                  COMPANY
 
 
 
                  By: /s/ Wendy L. Carlson
                      -------------------------
                      Wendy L. Carlson, Chief Financial Officer
 
                                -3-