EX-10.16.5



 Exhibit 10.16.5 

ATHENE HOLDING LTD. 

2016 SHARE INCENTIVE PLAN 

ARTICLE I 
 PURPOSE OF
THE PLAN 
 The purpose of the ATHENE HOLDING LTD. 2016 SHARE INCENTIVE PLAN (the “Plan”) is (i) to further the growth
and success of Athene Holding Ltd., a Bermuda exempted company limited by shares (the “Company”) and its Subsidiaries (as hereinafter defined) by enabling directors and employees of, or consultants to, the Company, its Subsidiaries
and the Asset Management Company (as hereinafter defined) to personally participate and share in the Company’s growth and success, and (ii) to provide a means of rewarding outstanding performance by such persons to the growth and success of the
Company and its Subsidiaries. Awards granted under the Plan (the “Awards”) shall be nonqualified share options (referred to herein as “NSOs”), share options intended to constitute incentive stock options for
purposes of Section 422 of the Code (referred to herein as “ISOs” and, together with NSOs, as “Options”), rights to purchase Shares, restricted shares (referred to herein as “Restricted Shares”),
restricted share units (referred to herein as “Restricted Share Units”), performance awards (“Performance Awards”) and other awards settleable in, or based upon, Shares (“Other Share-Based Awards”).

 ARTICLE II 

DEFINITIONS 
 As used in
the Plan, the following terms shall have the meanings set forth below: 
 “Affiliate” means with respect to any Person, any
other Person that, directly or indirectly through one or more intermediaries controls, is controlled by, or is under common control with, such Person and/or one or more Affiliates thereof. As used in this definition and the definition of the
term “control,” including the correlative terms “controlling,” “controlled by” and “under common control with,” means the possession, directly or indirectly, of the power to direct or cause the direction of
the management or policies (whether through the ownership of securities or any partnership or other ownership interests, by contract or otherwise) of a Person. 

“Asset Management Company” means Athene Asset Management, L.P., a Cayman Islands exempted limited partnership, and any
successor entity or new entity that performs similar functions for the Company and its Subsidiaries. 
 “Award” has the
meaning set forth in Article I hereof. 
 “Award Agreement” means any writing setting forth the terms of an award that has
been duly authorized and approved by the Board or the Committee and evidencing an award hereunder between the Company and the recipient of such award. 

“Board” means the Board of Directors of the Company. 

  
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 “Cause” means, with respect to a Termination of Relationship: (i) if such
Participant is at the time of termination a party to a written employment agreement with the Company, any of its Subsidiaries or the Asset Management Company which defines such term, the meaning given in such employment agreement;
(ii) otherwise if such Participant is at the time of termination a party to an Award Agreement which was entered into under this Plan and defines such term, the meaning given in such Award Agreement; and (iii) in all other cases, a
Termination of Relationship by the Company, any of its Subsidiaries or the Asset Management Company based on such Participant’s (A) commission of a felony or a crime of moral turpitude (under the laws of the United States or any relevant
state, or a similar crime or offense under the applicable laws of any relevant foreign jurisdiction); (B) commission of a willful and material act of dishonesty involving the Company, any of its Subsidiaries, the Asset Management Company or any
of their respective Affiliates; (C) material non-curable breach of the Participant’s obligations hereunder or any other agreement entered into between the Participant and the Company, any of its Subsidiaries, the Asset Management Company
or any of their respective Affiliates; (D) breach of the Company’s policies or procedures (or the policies or procedures of any of its Subsidiaries, the Asset Management Company or any of their respective Affiliates which are applicable to
the Participant) that causes material harm to the Company, any of its Subsidiaries, the Asset Management Company, any of their respective Affiliates or any of their business reputations; (E) willful misconduct or gross negligence which causes
material harm to the Company, any of its Subsidiaries, the Asset Management Company, any of their respective Affiliates or any of their business reputations; (F) violation of a fiduciary duty of loyalty to the Company, any of its Subsidiaries, the
Asset Management Company or any of their respective Affiliates that causes material harm to the Company, any of its Subsidiaries, the Asset Management Company, any of their respective Affiliates or any of their business reputations; (G) knowing
attempt to obstruct or knowing failure to cooperate with any investigation authorized by the Company, any of its Subsidiaries, the Asset Management Company, any of their respective Affiliates or any governmental or self-regulatory entity; (H)
disqualification or bar by any governmental or self-regulatory authority or the Participant’s loss of any governmental or self-regulatory license that is reasonably necessary for the Participant to perform his / her duties to the Company, any
of its Subsidiaries, the Asset Management Company or any of their respective Affiliates; (I) any directive has been made by any governmental or self-regulatory authority to terminate the Participant; or (J) failure to cure a material breach of
his or her obligations under this Plan, an Award Agreement or any other agreement entered into between the Participant and the Company, any of its Subsidiaries, the Asset Management Company or any of their respective Affiliates within 30 days after
written notice of such breach. For the avoidance of doubt, the termination of a Participant’s service with the Company, any of its Subsidiaries, the Asset Management Company or any of their respective Affiliates for Cause shall constitute
Cause under the Plan. 
 “Change in Control” has the meaning set forth in Section 10.2. 

“Code” means the Internal Revenue Code of 1986, as amended. 

“Committee” means the committee(s) or subcommittee(s) appointed by the Board to administer the Plan; provided,
however, that following an IPO and with respect to any Awards granted to (i) an individual who is or is expected to be a “covered employee” within the meaning of Section 162(m) of the Code or (ii) an individual who is subject to
Section 16 of the Exchange 

  
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Act, the Committee shall consist of two or more members of the Board, each of whom is intended to be (A) a “Non-Employee Director” within the meaning of Rule 16b-3 under the Exchange
Act, (B) an “outside director” within the meaning of Section 162(m) of the Code and (C) “independent” within the meaning of the rules of the New York Stock Exchange or any other stock exchange on which Shares are then
traded. The Board or Committee may delegate the authority to grant Awards to any individual not described in clause (i) above to a committee of one or more members of the Board who are not “outside directors” within the meaning of
Section 162(m) of the Code and may delegate the authority to grant Awards to any individual not described in clause (ii) above to a committee of one or more members of the Board who are not Non-Employee Directors within the meaning of Rule 16b-3
under the Exchange Act. 
 “Company” has the meaning set forth in Article I hereof. 

“Corporate Transaction” has the meaning set forth in Section 10.1 hereof. 

“Disability” means, with respect to each Participant, (i) if such Participant is at the time of termination a party to a
written employment agreement with the Company, any of its Subsidiaries or the Asset Management Company which defines such term, the meaning given in such employment agreement; (ii) if such Participant is at the time of termination a party to an
Award Agreement which was entered into under this Plan and defines such term, the meaning given in the Award Agreement; and (iii) in all other cases, a physical or mental impairment which, as reasonably determined by the Committee, renders the
Participant unable to perform the essential functions of his or her employment with his or her employer, even with reasonable accommodation that does not impose an undue hardship on his or her employer, for more than 90 days in any 180-day period,
unless a longer period is required by federal or state law, in which case that longer period would apply. Notwithstanding the foregoing, with respect to an ISO, “Disability” means a Participant’s disability within the meaning of
Section 22(e)(3) of the Code. 
 “Effective Date” means the date the Plan is adopted by the Board, provided that the
adoption of the Plan is approved by the shareholders within 12 months before or after such Effective Date. 
 “Exchange
Act” means the Securities Exchange Act of 1934, as amended. 
 “Fair Market Value” means, unless otherwise
determined or provided by the Committee in the circumstances, the closing price of Shares on any national securities exchange or any national market system (the “Market”) on that date, or if no prices are reported on that date, on the
last preceding date on which such prices of Shares are so reported. The Committee may, however, provide with respect to one or more Awards that the Fair Market Value shall equal the closing price of Shares on the Market on the last trading day
preceding the date in question or the average of the high and low trading prices of Shares on the Market for the date in question or the most recent trading day. If Shares are not then listed on any national securities exchange but is traded over
the counter at the time determination of its Fair Market Value is required to be made, its Fair Market Value shall be deemed to be equal to the average between the reported high and low sales prices of Shares on the most recent date on which Shares
were publicly traded. If the Shares are not publicly traded at the time a determination of its Fair Market Value is made, the Committee shall reasonably determine its Fair Market Value in good faith as it deems appropriate (such determination
will be made in the manner that satisfies Section 409A of the Code, and may be based on the advice of an independent investment banker or appraiser recognized to be an expert in making such valuations). 

  
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 “Good Reason” means with respect to a Termination of
Relationship: (i) if such Participant is at the time of termination a party to a written employment agreement with the Company, any of its Subsidiaries or the Asset Management Company which defines such term, the meaning given in such
employment agreement; (ii) otherwise if such Participant is at the time of termination a party to an Award Agreement which defines such term, the meaning given in the Award Agreement; and (iii) in all other cases, a Termination of
Relationship by the Participant following: (A) a reduction of greater than 10% in the Participant’s annual base salary or bonus potential under any bonus plan maintained by the Asset Management Company (if the Participant is employed by
the Asset Management Company), the Company or any of its Subsidiaries that employs the Participant (but not including any diminution related to a broader compensation reduction that is not limited to any particular employee or executive); or
(B) any material adverse change in the Participant’s title, authority, duties, or responsibilities or the assignment to the Participant of any duties or responsibilities inconsistent in any material respect with those customarily
associated with the position of the Participant; provided, however, that none of the events described in the foregoing clauses (A) and (B) shall constitute Good Reason unless the Participant shall have notified the Company in
writing describing the events which constitute Good Reason within 45 days after the occurrence of such events and then only if the relevant employer shall have failed to cure such events within 60 days after the Company’s receipt of such
written notice.
 “IPO” means an initial public offering of the Company registered on Form S-1 (or any successor form under
the Securities Act). 
 “ISOs” has the meaning set forth in Article I hereof. 

“Notice” has the meaning set forth in Section 5.7 hereof. 

“NSOs” has the meaning set forth in Article I hereof. 

“Option” has the meaning set forth in Article I hereof. 

“Option Price” means the purchase price per Share subject to an Option, as determined pursuant to Section 5.4 hereof.

 “Participant” has the meaning set forth in Article IV hereof. 

“Person” shall be construed broadly and shall include, without limitation, an individual, a partnership, a corporation, an
association, a joint stock company, a limited liability company, a trust, a joint venture, an unincorporated organization and a governmental entity or any department, agency or political subdivision thereof. 

“Plan” has the meaning set forth in Article I hereof. 

“Performance Award” has the meaning set forth in Article I hereof. 

  
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 “Performance Measures” means the criteria and objectives, established by the
Committee, which shall be satisfied or met (i) as a condition to the grant or exercisability of all or a portion of an Option or (ii) during the applicable Performance Period as a condition to a Participant’s receipt of all or part of
a performance-based Award under the Plan. To the extent necessary for an Award to be qualified performance-based compensation under Section 162(m) of the Code and the regulations thereunder, such criteria and objectives shall be one or more of
the following corporate-wide or subsidiary, division, operating unit, operating segment, reporting segment or individual measures: the attainment by a Share of a specified Fair Market Value for a specified period of time; the attainment of a
specified book value per share; earnings per share; return to shareholders (including dividends); return on assets; return on equity; operating income or earnings of the Company before or after taxes, interest and/or depreciation; revenues
(including premiums); net investment earned rate; net spread; taxes; expenses (including commissions); market share; cash flow or cost reduction goals; interest expense; return on investment; return on investment capital; return on operating costs;
economic value created; operating margin; gross margin; the achievement of annual operating profit plans; net income; earnings before interest, depreciation and/or amortization; operating earnings after interest expense and before incentives, and/or
extraordinary or special items; operating earnings; operating expenses, net cash provided by operations; and strategic business criteria, consisting of one or more objectives based on meeting specified market penetration, meeting specified credit
rating targets, geographic business expansion goals, cost targets, sales, sales or business volumes, days sales outstanding goals, customer and/or employee satisfaction, reductions in errors and omissions, reductions in lost business, management of
employment practices and employee benefits, supervision of litigation and information technology, quality and quality audit scores, productivity, efficiency, meeting targets related to the timing of financial statements and/or initial public
offering and goals relating to acquisitions or divestitures, or any combination of the foregoing. Each such goal may be expressed on an absolute or relative basis and may include comparisons based on current internal targets, the past
performance of the Company (including the performance of one or more subsidiaries, divisions, operating units, operating segments or reporting segments) or the past or current performance of other companies (or a combination of such past and current
performance). In addition to the ratios specifically enumerated above, performance goals may include comparisons relating to capital (including, but not limited to, the cost of capital), shareholders’ equity, shares outstanding, assets or net
assets, sales, or any combination thereof. The applicable performance measures may be applied on a pre- or post-tax basis and may be adjusted in accordance with Section 162(m) of the Code to include or exclude objectively determinable
components of any performance measure, including, without limitation, special charges such as restructuring or impairment charges, debt refinancing costs, extraordinary or noncash items, unusual, nonrecurring or one-time events affecting the Company
or its financial statements or changes in law or accounting principles (“Adjustment Events”). In the sole discretion of the Committee, unless such action would cause a grant to a “covered employee” within the meaning of
Section 162(m) of the Code to fail to qualify as qualified performance-based compensation under Section 162(m) of the Code, the Committee may amend or adjust the Performance Measures or other terms and conditions of an outstanding award in
recognition of any Adjustment Events. With respect to participants who are not “covered employees” within the meaning of Section 162(m) of the Code and who, in the Committee’s judgment, are not likely to be “covered
employees” at any time during the applicable Performance Period or during any period in which an award may be paid following a 

  
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Performance Period, the performance goals may consist of any objective or subjective corporate-wide or subsidiary, division, operating unit, operating segment, reporting segment or individual
measures, whether or not listed herein. Performance goals shall be subject to such other special rules and conditions as the Committee may establish at any time; provided, however, that to the extent such goals relate to awards to
“covered employees” within the meaning of Section 162(m) of the Code that are payable following the transition period described in Treasury regulation 1.162-27(f), such special rules and conditions shall not be inconsistent with the
provisions of Treasury regulation Section 1.162-27(e) or any successor regulation describing “qualified performance-based compensation.” 

“Performance Period” means the time period during which the Performance Measures applicable to a performance-based Award must
be satisfied or met. 
 “Purchase Price” has the meaning set forth in Section 6.2 hereof. 

“Restricted Shares” means an Award granted to a Participant pursuant to Article VII hereof. 

“Restricted Share Unit” means an Award granted to a Participant pursuant to Article VIII hereof. 

“Securities Act” means the Securities Act of 1933, as amended. 

“Shares” means Class A common shares of the Company. 

“Share Award” means an Award to purchase Shares under Article VI of the Plan. 

“Subsidiary” means (i) any corporation or other entity of which the Company owns securities or interests having a majority,
directly or indirectly, of the ordinary voting power in electing the board of directors, managers, general partners or similar governing Persons thereof, (ii) for purposes of determining eligibility to receive an Award (other than an ISO) and become
a Participant in the Plan, any other entity of which the Company owns securities or interests representing a majority, directly or indirectly, of the value of such entity, and (iii) for purposes of determining eligibility to receive an ISO and
become a Participant in the Plan, any affiliated corporation or other business entity in which the Company owns voting securities possessing at least 50% of the combined voting power of all classes of voting securities of such affiliated corporation
or entity. 
 “Termination Date” means the tenth anniversary of the Effective Date. 

“Termination of Relationship” means, with respect to each Participant, the termination of the Participant’s services as
an employee or director of, or consultant to, the Company, its Subsidiaries and the Asset Management Company for any reason, including as a result of the Subsidiary to which the Participant provides services no longer being a Subsidiary of the
Company because of a sale, divestiture or other disposition of such Subsidiary. 
 “10% Shareholder” means a person who
owns, directly or indirectly, shares possessing more than 10% of the total combined voting power of all voting securities of the Company, or any parent or Subsidiary. Indirect ownership of such voting securities shall be determined in
accordance with Section 424(d) of the Code. 

  
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 ARTICLE III 

ADMINISTRATION OF THE PLAN; SHARES SUBJECT TO THE PLAN 
  

	3.1	Committee. 

 The Plan shall be administered by the Committee. The term
“Committee” shall, for all purposes of the Plan, be deemed to refer to the Board if the Board is administering the Plan.
  

	3.2	Procedures. 

 The Committee shall adopt such rules and regulations as it shall
deem appropriate concerning the holding of meetings and the administration of the Plan. A majority of the Committee shall constitute a quorum and the actions of the entire Committee present at a meeting, or actions approved in writing by the
entire Committee, shall be the actions of the Committee. 
  

	3.3	Interpretation; Powers of Committee. 

 Except as otherwise set forth in the Plan,
the Committee shall have all powers with respect to the administration of the Plan, including the authority to: 
 (a) determine eligibility
and the particular persons or classes of persons who will receive Awards; 
 (b) select eligible persons for participation in the Plan, grant
Awards to eligible persons or eligible classes of persons, determine the price and number of securities to be offered or awarded to any of such persons, determine the dollar value subject to any Performance Awards, determine the other specific terms
and conditions of Awards consistent with the express limits of the Plan, establish the installments (if any) in which such Awards will become exercisable or will vest and the respective consequences thereof (or determine that no delayed
exercisability or vesting is required), and establish the events of termination or reversion of such Awards; 
 (c) approve the forms of
Award Agreements, which need not be identical either as to type of Award or among Participants; 
 (d) construe and interpret the provisions
of the Plan and any Award Agreement or other agreement defining the rights and obligations of the Company and Participants under the Plan, make factual determinations with respect to the administration of the Plan, further define the terms used in
the Plan, and prescribe, amend and rescind rules and regulations relating to the administration of the Plan; 
 (e) cancel, modify, or waive
the Company’s rights with respect to, or modify, discontinue, suspend, or terminate any or all outstanding Awards held by Participants; 

  
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 (f) take action to (i) accelerate the exercisability or vesting of, or waive the vesting
conditions applicable to, any Award, including all or a portion of any applicable restriction period applicable to any outstanding Restricted Shares or Restricted Share Units, (iii) waive all or a portion of any Performance Period applicable to
any outstanding Award subject to performance-based vesting conditions and (iii) waive or deem to be satisfied the Performance Measures (if any) applicable to any outstanding Award at the target or any other level; and 

(g) make all other determinations and take such other action as contemplated by this Plan or as may be necessary or advisable for the
administration of this Plan and the effectuation of its purposes. 
 All decisions of the Committee shall be made in good faith and shall be
conclusive and binding on all Participants in the Plan. 
  

	3.4	Delegation. 

 The Committee may delegate some or all of its power and authority
hereunder to the Board or a subcommittee thereof or, subject to applicable law, to the Chief Executive Officer and President or such other executive officer as the Committee deems appropriate; provided, however, that (a) the Committee
may not delegate its power and authority to the Board, the President and Chief Executive Officer or other executive officer of the Company with regard to the grant of an Award to any person who is a “covered employee” within the meaning of
Section 162(m) of the Code or who, in the Committee’s judgment, is likely to be a “covered employee” at any time during the period an Award hereunder to such employee would be outstanding and (b) the Committee may not delegate its
power and authority to the President and Chief Executive Officer or other executive officer of the Company with regard to the selection for participation in this Plan of an officer, director or other person subject to Section 16 of the Exchange Act
or decisions concerning the timing, pricing or amount of an Award to such an officer, director or other person. 
 No member of the Board or
Committee, and neither the Chief Executive Officer and President or any other executive officer to whom the Committee delegates any of its power and authority hereunder, shall be liable for any act, omission, interpretation, construction or
determination made in connection with this Plan in good faith, and the members of the Board and the Committee and the Chief Executive Officer and President and any other executive officer shall be entitled to indemnification and reimbursement by the
Company in respect of any claim, loss, damage or expense (including attorneys’ fees) arising therefrom to the full extent permitted by law (except as otherwise may be provided in the Company’s Certificate of Incorporation or Bye-Laws, each
as may be amended from time to time) and under any directors’ and officers’ liability insurance that may be in effect from time to time 
  

	3.5	Number of Shares. 

 Subject to the provisions of Article X (relating to
adjustments upon changes in capital structure and other corporate transactions), the aggregate number of Shares with respect to which Awards may be granted under the Plan shall not exceed 3,500,000, of which 3,500,000 may be issued pursuant to the
exercise of ISOs granted under the Plan. The number of Shares that 

  
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remain available for future Awards under the Plan shall be reduced by the sum of the aggregate number of Shares which become subject to outstanding Options, Awards of Restricted Shares and
Restricted Share Units, Share Awards, Performance Awards and Other Share-Based Awards. To the extent that Shares subject to an outstanding Option, Award of Restricted Shares or Restricted Share Units, Share Award, Performance Award or Other
Share-Based Award granted under the Plan are not issued or delivered by reason of (i) the expiration, termination, cancellation or forfeiture of such Award or (ii) the settlement of such Award in cash, then except to the extent prohibited
by law or applicable listing or regulatory requirements, such Shares shall again be available under this Plan, other than for grants of ISOs. Notwithstanding anything in this Section 3.5 to the contrary, Shares subject to an Award may not
be made available for issuance under this Plan if such Shares are: (i) Shares used to pay the Option Price of an Option, (ii) Shares delivered to or withheld by the Company to pay withholding taxes related to an Award under this Plan or
(iii) Shares repurchased on the open market with the proceeds of an Option exercise. 
 The number of Shares for Awards under this Plan
shall not be reduced by available shares under a shareholder approved plan of a company or other entity which was a party to a corporate transaction with the Company (as appropriately adjusted to reflect such corporate transaction) which become
subject to Awards granted under this Plan (subject to applicable stock exchange requirements). 
 Shares to be delivered under this Plan
shall be made available from authorized and unissued Shares, or authorized and issued Shares reacquired and held as treasury shares or otherwise or a combination thereof. 
  

	3.6	Per Person Limits.

 To the extent necessary for an Award to be qualified
performance-based compensation under Section 162(m) of the Code and the regulations thereunder (a) the maximum number of Shares with respect to which Options may be granted during any fiscal year of the Company to any person shall be 3,500,000
Shares, subject to adjustment as provided in Article X, (b) the maximum number of Shares with respect to which Awards subject to Performance Measures denominated in Shares that may be granted during any fiscal year of the Company to any
person shall be 3,500,000 Shares, subject to adjustment as provided in Article X, and (c) the maximum amount that may be earned by any person with respect to Performance Awards denominated in cash granted during any fiscal year of the Company
to any person shall be $15,000,000. The aggregate grant date fair value of Shares that may be granted during any fiscal year of the Company to any non-employee director shall not exceed $500,000; provided, however, that the limits set
forth in this sentence shall not apply to awards made pursuant to an election to receive the Award in lieu of all or a portion of fees received for service on the Board or any committee thereunder. 

  
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 ARTICLE IV 

ELIGIBILITY 
 Awards may
be granted under the Plan only to persons who are employees, directors, consultants, agents and independent contractors, and persons expected to become employees, directors, consultants, agents and independent contractors, of the Company, any of its
Subsidiaries or the Asset Management Company as the Committee in its sole discretion may select from time to time. Each such person to whom an Award is granted under the Plan is referred to herein as a “Participant.” To
effectuate the grant of Awards to persons who are employees, directors, consultants, agents and independent contractors, and persons expected to become employees, directors, consultants, agents and independent contractors of the Asset Management
Company, Awards may be granted to the Asset Management Company for allocation by the Asset Management Company to such persons. The Committee’s selection of a person to participate in this Plan at any time shall not require the Committee to
select such person to participate in this Plan at any other time. For purposes of this Plan and except as otherwise provided for in an Award Agreement, references to employment by the Company shall also mean employment by a Subsidiary, and
references to employment shall include service as a non-employee director or independent contractor. The Committee shall determine, in its sole discretion, the extent to which a Participant shall be considered employed during any periods during
which such Participant is on an approved leave of absence. 
 ARTICLE V 

SHARE OPTIONS 
  

	5.1	General. 

 Options may be granted under the Plan at any time and from time to time
on or prior to the Termination Date. Each Option granted under the Plan shall be designated as either an NSO or an ISO, as determined by the Committee in its sole discretion, and shall be subject to the terms and conditions applicable to such
Options set forth in the Plan. Each Option shall be evidenced by an Award Agreement incorporating the terms and provisions of the Plan that shall be executed by the Company and the Participant. The Award Agreement shall specify the number
of Shares for which such Option shall be exercisable, the Option Price (as defined in Section 5.4 below) for such Shares and the other terms and conditions of the Option, in each case, as determined by the Committee. Notwithstanding any
provision of the Plan to the contrary, (a) an ISO may only be granted to an employee of the Company or its Subsidiaries and (b) Options may only be granted to persons who are employees, directors, consultants, agents and independent contractors, and
persons expected to become employees, directors, consultants, agents and independent contractors of the Company and its Subsidiaries. 
  

	5.2	Vesting and Exercisability. 

 The Committee, in its sole discretion, shall
determine whether and to what extent any Options are exercisable and subject to vesting based upon continued service of the Participant, upon the Participant’s performance of duties or upon any other basis. The Committee may, in its


  
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discretion, establish Performance Measures which shall be satisfied or met as a condition to the grant or vesting of an option or to the exercisability of all or a portion of an Option. The
Committee shall determine whether an Option shall become exercisable in cumulative or non-cumulative installments and in part or in full at any time. An exercisable Option, or portion thereof, may be exercised only with respect to whole
Shares. Prior to the exercise of an Option, the holder of such Option shall have no rights as a shareholder of the Company with respect to the Shares subject to such Option. 

 

	5.3	Termination of Relationship.  

 All of the terms relating to the exercise,
cancellation or other disposition of an Option (a) upon a Participant’s Termination of Relationship whether by reason of disability, retirement, death or any other reason, or (b) during a paid or unpaid leave of absence, shall be determined by
the Committee and, in the case of the foregoing clause (a), set forth in the applicable Award Agreement and, in the case of the foregoing clause (b), set forth either in the applicable Award Agreement or Company policies. 

 

	5.4	Option Price. 

 The Option Price shall be determined by the Committee and set
forth in the Award Agreement. In no event, however, may the Committee determine an Option Price that is less than (a) 100% of the Fair Market Value of the Share on the date of grant, or (b) in the case of an ISO granted to a Participant who is
a 10% Shareholder, 110% of the Fair Market Value of the Share on the date of grant. 
  

	5.5	Term of Options. 

 Each Option granted under the Plan, to the extent not
previously exercised, shall cease to be exercisable, automatically terminate and become null and void and be of no further force or effect upon such date or dates as are set forth in the applicable Award Agreement, consistent with the terms of the
Plan. In addition, an ISO granted to a Participant who is a 10% Shareholder may not be exercised more than 5 years after its date of grant and no other Option may be exercised more than 10 years after its date of grant. 

By its terms, an ISO shall be exercisable in any calendar year only to the extent that the aggregate Fair Market Value (determined on the date
of grant) of the Shares with respect to which all incentive stock options granted to the Participant are exercisable for the first time during such calendar year does not exceed $100,000. Incentive stock options granted under the Plan and all
other plans of the Company or any Subsidiary shall be aggregated for purposes of determining whether such $100,000 limitation has been exceeded. If the ISOs that first become exercisable in a calendar year exceed such $100,000 limitation, the
excess Options will automatically be treated as NSOs to the extent permitted by law. 
  

	5.6	Method of Exercise. 

 A Participant (or other person, as provided in Section
11.2) may exercise an Option (for the Shares represented thereby) granted under the Plan in whole or in part as provided in the Award Agreement evidencing his or her Option by 

  
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 (a) delivering a written notice (the “Notice”) to the Secretary of the Company
or his or her designee specifying the whole number of Shares with respect to which the Option is being exercised; and 
 (b) by accompanying
such notice with payment therefor in full (or by arranging for such payment to the Company’s satisfaction) (i) in cash (by wire transfer of immediately available funds to a bank account of the Company designated by the Committee or by delivery
of a personal or certified check payable to the Company) or (ii) to the extent permitted by the Committee, in its sole discretion, and set forth in such Participant’s Award Agreement (but, subject in any case, to the applicable limitations of
Rule 16b-3 under the Exchange Act): 
 (A) by delivery of previously owned whole Shares (either actual delivery or by
attestation) for which the holder has good title, free and clear of all liens and encumbrances, with a Fair Market Value (determined on the date of exercise) equal to the aggregate Option Price payable pursuant to the Option by reason of such
exercise; provided, that any fraction of a Share which would be required to pay such Option Price shall be disregarded and the remaining amount due shall be paid in cash by the Participant; 

(B) by authorizing the Company to withhold whole Shares which would otherwise be delivered upon exercise of the Option having
an aggregate Fair Market Value, determined as of the date of exercise, equal to the aggregate Option Price payable by reason of such exercise; provided, that any fraction of a Share which would be required to pay such Option Price shall be
disregarded and the remaining amount due shall be paid in cash by the Participant; 
 (C) in cash delivered by a
broker-dealer acceptable to the Company to whom the Participant has submitted an irrevocable notice of exercise; or 
 (D) by
a combination of methods set forth in this Section 5.6; and 
 (c) by executing such documents as may be required under the applicable Award
Agreement or as the Committee may request.
  

	5.7	Delivery of Shares. 

 No Shares shall be issued until the full Option Price
therefor and any withholding taxes thereon, as described in Article XV, have been paid (or arrangement made for such payment to the Company’s satisfaction). Shares shall be issued to the Participant (or other person exercising the
applicable Option in accordance with the provisions of Section 11.2) in certificate or book entry form, as determined by the Committee in its sole discretion. Neither the Participant nor any person exercising an Option in accordance with
the provisions of Section 11.2 shall have any rights or privileges as a shareholder of the Company with respect to any Shares issuable upon exercise of an Option granted under the Plan until the Shares have been issued. 

  
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 ARTICLE VI 

SHARE AWARDS 
  

	6.1	General. 

 Share Awards may be granted under the Plan at any time and from time to
time on or prior to the Termination Date. Each Share Award shall be evidenced by an Award Agreement that shall be executed by the Company and the Participant. The Award Agreement shall specify the terms and conditions of the Share Award,
including without limitation the number of Shares covered by the Share Award, the Purchase Price (as defined in Section 6.2 below), if any, for such Shares, the deadline for the purchase of such Shares and any other terms and conditions
applicable to such Share Award, in each case, as determined by the Committee. 
  

	6.2	Purchase Price; Payment. 

 The price (the “Purchase Price”), if
any, at which each Share covered by the Share Award may be purchased pursuant to a Share Award shall be determined by the Committee and set forth in the applicable Award Agreement. The Company will not be obligated to issue any Shares purchased
under this Article VI unless and until it receives full payment of the aggregate Purchase Price therefor, if any, and all other conditions to the grant of the Share Award, as reasonably determined by the Committee, have been satisfied. The
Purchase Price, if any, of any Shares subject to a Share Award must be paid in full at the time of the purchase. 
 ARTICLE VII 

RESTRICTED SHARES 
  

	7.1	General. 

 Awards of Restricted Shares may be awarded either alone or in addition
to other Awards granted under the Plan. Each Award of Restricted Shares shall be evidenced by an Award Agreement that shall be executed by the Company and the Participant. The Award Agreement shall specify the number of Shares to be
awarded to Participants, the conditions for vesting, the time or times within which such Awards may be subject to forfeiture, and any other terms and conditions applicable to the Restricted Shares, in each case, as determined by the Committee.

 

	7.2	Awards and Certificates. 

 During the restricted period, Restricted Shares shall
be evidenced in such manner as the Committee may deem appropriate, including book-entry registration or issuance of one or more share certificates. Any certificate issued in respect of Restricted Shares shall be registered in the name of such
Participant and shall bear an appropriate legend referring to the terms, conditions, and restrictions applicable to such Award, substantially in the following form: 

“The sale or other transfer of Shares represented by this certificate, whether voluntary, involuntary, or by operation of law, is subject
to certain restrictions on transfer as set forth in the ATHENE HOLDING LTD. 2016 SHARE INCENTIVE PLAN and in an Award Agreement. A copy of the Plan and such Award Agreement may be obtained from ATHENE HOLDING LTD.” 

  
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 The Committee may require that the certificates evidencing such Shares be held in custody by the Company until
the restrictions thereon shall have lapsed and that, as a condition of any Award of Restricted Shares, the Participant shall have delivered a share power, endorsed in blank, relating to the Shares covered by such Award in the event such Award is
forfeited in whole or in part. If and when any applicable restricted period expires without a prior forfeiture of Restricted Shares (and upon the satisfaction or attainment of applicable Performance Measures, if applicable), subject to the
Company’s right to require payment of any taxes in accordance with Article XV, the restrictions shall be removed from the requisite number of any Shares that are held in book entry form (and, if applicable, non-legended certificates evidencing
ownership of the requisite number of Shares shall be delivered to the Participant).
  

	7.3	Terms and Conditions. 

 (a) The Committee may condition the vesting of Restricted
Shares upon continued service of the Participant, upon the Participant’s performance of duties, upon the attainment of specified Performance Measures during an applicable Performance Period or upon any other basis determined by the Committee in
its sole discretion. The provisions of Restricted Share Awards need not be the same with respect to each recipient. 
 (b) The holder of
an Award of Restricted Shares shall have such rights as a shareholder of the Company (if any), including but not limited to, voting rights, the right to receive dividends and the right to participate in any capital adjustment applicable to all
holders of Shares, in each case, only to the extent as set forth in the Award Agreement relating to Restricted Shares.
 (c) All of the terms
relating to the satisfaction of Performance Measures and the termination of a restricted period or a Performance Period relating to an Award of Restricted Shares, or any forfeiture or cancellation of such Award (i) upon a Participant’s
Termination of Relationship whether by reason of disability, retirement, death or any other reason, or (b) during a paid or unpaid leave of absence, shall be determined by the Committee and, in the case of the foregoing clause (a), set forth in the
applicable Award Agreement and, in the case of the foregoing clause (b), set forth either in the applicable Award Agreement or Company policies. 

ARTICLE VIII 

RESTRICTED SHARE UNITS 
  

	8.1	General. 

 Awards of Restricted Share Units are Awards denominated in Shares that
will be settled by delivery of Shares (including Restricted Shares) to the Participant or, only to the extent specified in the applicable Award Agreement, by the payment of cash based upon the Fair Market Value of a specified number of
Shares. Restricted Share Units may be awarded either alone or in addition to other Awards granted under the Plan. Each Award of Restricted Share Units shall be evidenced by an Award Agreement that shall be executed by the Company and the


  
 14 








 
Participant. The Award Agreement shall specify the number of Restricted Share Units to be awarded to Participants, whether such Award will be settled in Shares (including Restricted Shares),
cash or a combination of both, the conditions for vesting, the time or times within which such Restricted Share Units may be subject to forfeiture and any other terms and conditions applicable to the Restricted Share Units, in each case, as
determined by the Committee. 
  

	8.2	Terms and Conditions. 

 The Committee may, in connection with the grant of
Restricted Share Units, condition the vesting thereof upon the continued service of the Participant, upon the Participant’s performance of duties, upon the attainment of specified Performance Measures during an applicable Performance Period or
upon any other basis determined by the Committee in its sole discretion. An Award of Restricted Share Units shall be settled as and when the Restricted Share Units vest or at a later time specified by the Committee or in accordance with an
election of the Participant, if the Committee so permits. Except as otherwise set forth in an Award Agreement for Restricted Share Units, prior to the settlement of a Restricted Share Unit Award in Shares (including Restricted Shares), a
Participant shall have no rights as a shareholder of the Company with respect to the Shares subject to such Award.
 All of the terms
relating to the satisfaction of Performance Measures and the termination of a restricted period or a Performance Period relating to an Award of Restricted Share Units, or any forfeiture or cancellation of such Award (i) upon a Participant’s
Termination of Relationship whether by reason of disability, retirement, death or any other reason, or (b) during a paid or unpaid leave of absence, shall be determined by the Committee and set forth in the applicable Award Agreement. 

ARTICLE IX 
 PERFORMANCE
AWARDS AND OTHER SHARE-BASED AWARDS 
  

	9.1	Performance Awards. 

 Performance Awards are Awards which provide a Participant
the right to receive cash, Shares (including Restricted Shares) or a combination thereof contingent upon the attainment of specified Performance Measures within a specified Performance Period. Performance Awards may be awarded either alone or
in addition to other Awards granted under the Plan. Each Performance Award shall be evidenced by an Award Agreement that shall be executed by the Company and the Participant. The applicable Award Agreement shall specify whether such
Performance Award will be settled in Shares (including Restricted Shares), cash or a combination thereof, the conditions for vesting, the applicable Performance Measures and Performance Period and any other terms and conditions applicable to the
Performance Award, in each case, as determined by the Committee. Except as otherwise set forth in an Award Agreement for a Performance Award, prior to the settlement of a Performance Award in Shares (including Restricted Shares), a Participant
shall have no rights as a shareholder of the Company with respect to the Shares subject to such Award. 

  
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	9.2	Other Share-Based Awards. 

 Other Awards of Shares and other Awards that are
valued in whole or in part by reference to, or are otherwise based upon, Shares, including (without limitation) stock appreciation rights and dividend equivalents, may be granted under the Plan. Each Other Share-Based Award shall be evidenced
by an Award Agreement that shall be executed by the Company and the Participant. The Committee shall determine the time or times at which grants of such Awards will be awarded, the number of Shares to be awarded to Participants, the conditions
for vesting, the time or times within which such Awards may be subject to forfeiture and any other terms and conditions applicable to the Other Share-Based Awards, consistent with the terms of the Plan. Notwithstanding any provision of the Plan
to the contrary, stock appreciation rights may only be granted to persons who are employees, directors, consultants, agents and independent contractors, and persons expected to become employees, directors, consultants, agents and independent
contractors of the Company and its Subsidiaries. 
  

	9.3	Termination of Relationship. 

 All of the terms relating to the satisfaction of
Performance Measures and the termination of a restricted period or a Performance Period relating to a Performance Award or Other Share-Based Award, or any forfeiture or cancellation of such Award (i) upon a Participant’s Termination of
Relationship whether by reason of disability, retirement, death or any other reason, or (b) during a paid or unpaid leave of absence, shall be determined by the Committee and set forth in the applicable Award Agreement. 

ARTICLE X 
 ADJUSTMENTS

  

	10.1	Changes in Capital Structure. 

 In the event of any equity restructuring (within
the meaning of Financial Accounting Standards Board Accounting Standards Codification Topic 718, Compensation—Stock Compensation or applicable successor guidance) that causes the per Share value to change, such as a stock dividend, stock split,
spinoff, rights offering or recapitalization through an extraordinary dividend, the number and class of securities available under this Plan or specified in any section of this Plan, the terms of each outstanding Option (including the number and
class of securities subject to each outstanding Option and the Option Price per share) and the terms of each outstanding Restricted Share Award, Restricted Share Unit Award, Performance Award and Other Share-Based Award (including the number and
class of securities subject thereto), shall be appropriately adjusted by the Committee, such adjustments to be made in the case of outstanding Options without an increase in the aggregate purchase price and in accordance with Section 409A of the
Code. In the event of any other change in corporate capitalization, including a merger, consolidation, reorganization, or partial or complete liquidation of the Company (a “Corporate Transaction”), such equitable adjustments
described in the foregoing sentence may be made as determined to be appropriate and equitable by the Committee to prevent dilution or enlargement of rights of participants. In either case, the decision of the Committee regarding any such
adjustment shall be final, binding and conclusive.

  
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 Notwithstanding anything herein to the contrary, no adjustment shall be made for cash dividends
(except as described in Section 10.1) or any new issuance of securities by the Company for consideration (except in connection with a Corporate Transaction). 
  

	10.2	Change in Control. 

 Subject to the terms of an applicable Award Agreement, if a
Change in Control occurs, the Board (as constituted prior to such Change in Control) may, in its discretion: 
 (a) require that Options,
Shares, Restricted Shares, Restricted Share Units, Performance Awards or other Stock–Based Awards outstanding under the Plan, at the effective time of the Change in Control, be assumed and continued on substantially the same vesting and other
terms and conditions as a like Award with respect to shares of common stock of the successor or acquiring company (or a parent company). If an Option is assumed, the number of shares and exercise price per share covered by the assumed Award
will be adjusted in accordance with the principles set forth in Sections 1.424-1(a)(5) and 1.409A-1(b)(5)(v)(D) of the Treasury Regulations. If a Restricted Share, Restricted Share Unit or other Award is assumed, the number of shares covered by
the assumed Award will be a whole number that reflects the exchange ratio or value of the transaction consideration applicable with respect to holders of Shares in connection with the Change in Control; 

(b) require that Options, Shares, Restricted Shares, Restricted Share Units, Performance Awards or Other Share-Based Awards outstanding under
the Plan, in whole or in part, be surrendered to the Company by the Participant, and be immediately cancelled by the Company, and to provide for the Participant to receive (i) a cash payment in an amount equal to (A) in the case of an
Option, the number of Shares then subject to the portion of such Option surrendered multiplied by the excess, if any, of the Fair Market Value of a Share as of the date of the Change in Control (or the value per Share as received or to be received
by shareholders of the Company in connection with the Change in Control), over the Option Price per Share subject to such Option, (B) in the case of an Award denominated in Shares, the number of Shares then subject to the portion of such Award
surrendered (if Performance Measures are applicable to such Award, to the extent to which such Performance Measures have been satisfied or deemed satisfied) multiplied by the Fair Market Value of a Share as of the date of the Change in Control (or
the value per Share as received or to be received by shareholders of the Company), and (C) in the case of a Performance Award denominated in cash, the value of such Performance Award then subject to the portion of such Award surrendered to the
extent the Performance Measures (if applicable to such Award) have been satisfied or deemed satisfied; (ii) shares of the corporation or other entity resulting from such Change in Control, or a parent thereof, having a fair market value not
less than the amount determined under clause (i) above; or (iii) a combination of the payment of cash pursuant to clause (i) above and the issuance of shares pursuant to clause (ii) above; and/or 

(c) provide that (i) some or all outstanding Options become exercisable in full or in part, either immediately or upon a subsequent termination
of employment or service, (ii) the restriction period applicable to some or all outstanding Restricted Share Awards and Restricted Share Unit Awards lapse in full or in part, either immediately or upon a subsequent termination of employment or
service, (iii) the Performance Period applicable to some or all outstanding Awards lapse in full or in part and (iv) the Performance Measures applicable to some or all outstanding Awards shall be deemed to be satisfied at the target or any other
level. 

  
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 (d) A “Change of Control” of the Company shall be deemed to have occurred upon
the occurrence of any of the following events: 
 (i) the acquisition, other than from the Company, by any individual, entity
or group (within the meaning of Section 13(d)(3) or 14(d)(2) of the Exchange Act) of beneficial ownership (within the meaning of Rule 13d-3 promulgated under the Exchange Act) of 50% or more of either the then outstanding Shares of the Company or
the combined voting power of the then outstanding voting securities of the Company entitled to vote generally in the election of directors, but excluding, for this purpose, any such acquisition by the Company or any of its Subsidiaries, or any
employee benefit plan (or related trust) of the Company or its Subsidiaries, or any corporation or other company with respect to which, following such acquisition, more than 50% of, respectively, the then outstanding Shares of such corporation and
the combined voting power of the then outstanding voting securities of such corporation entitled to vote generally in the election of all or substantially all directors is then beneficially owned, directly or indirectly, by the individuals and
entities who were the beneficial owners, respectively, of Shares and voting securities of the Company immediately prior to such acquisition in substantially the same proportion as their ownership, immediately prior to such acquisition, of the then
outstanding Shares of the Company or the combined voting power of the then outstanding voting securities of the Company entitled to vote generally in the election of directors, as the case may be; 

(ii) the consummation of a reorganization, merger or consolidation of the Company, in each case, with respect to which all or
substantially all of the individuals and entities who were the respective beneficial owners of Shares and voting securities of the Company immediately prior to such reorganization, merger or consolidation do not, following such reorganization,
merger or consolidation, beneficially own, directly or indirectly, more than 50% of, respectively, the then outstanding Shares and the combined voting power of the then outstanding voting securities entitled to vote generally in the election of
directors, as the case may be, of the corporation or other company resulting from such reorganization, merger or consolidation;

(iii) during any twenty-four (24) month period, individuals who, as of the beginning of such period, constitute the Board (the
“Incumbent Directors”) cease for any reason to constitute at least a majority of the Board, provided that any person becoming a director subsequent to the beginning of such period whose election or nomination for election was
approved by a vote of at least a majority of the Incumbent Directors then on the Board (either by a specific vote or by approval of the proxy statement of the Company in which such person is named as a nominee for director, without written objection
to such nomination) shall be an Incumbent Director; provided, however, that no individual initially elected or nominated as a director of the Company as a result of an actual or threatened election contest with respect to directors or
as a result of any other actual or threatened solicitation of proxies by or on behalf of any person other than the Board shall be deemed to be an Incumbent Director; 

  
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 (iv) a complete liquidation or dissolution of the Company or of the sale or other
disposition of all or substantially all of the assets of the Company; or 
 (v) a “Sale of the Company” as defined
in the Eighth Amended and Restated Bye-laws of the Company, as they may be further amended, supplemented, restated or otherwise modified from time to time. 

In no event shall a Change in Control include the IPO or any bona fide primary or secondary public offering following the occurrence of the IPO. 

ARTICLE XI 

RESTRICTIONS ON AWARDS 
  

	11.1	Compliance With Securities Laws. 

 No Awards shall be granted under the Plan, and
no Shares shall be issued and delivered pursuant to Awards granted under the Plan, unless and until the Company and/or the Participant shall have complied with all applicable Federal, state or foreign registration, listing and/or qualification
requirements and all other requirements of law or of any regulatory agencies having jurisdiction. 
 All Awards granted under the Plan and
all Shares, other securities, cash or other property delivered pursuant to an Award are subject to forfeiture, recovery by the Company or other action pursuant to any clawback or recoupment policy which the Company may adopt from time to time,
including without limitation any such policy which the Company may be required to adopt under the Dodd-Frank Wall Street Reform and Consumer Protection Act and implementing rules and regulations thereunder, or as otherwise required by law. 

The Committee in its discretion may, as a condition to the delivery of any Shares pursuant to any Award granted under the Plan, require the
applicable Participant (i) to represent in writing that the Shares received pursuant to such Award are being acquired for investment and not with a view to distribution and (ii) to make such other representations and warranties as are deemed
reasonably appropriate by the Committee. 
  

	11.2	Nonassignability; Nontransferability of Awards. 

 No Award granted under this Plan
shall be assignable or otherwise transferable by the Participant, except by designation of a beneficiary, by will or by the laws of descent and distribution, or as otherwise provided in the applicable Award Agreement. An Award may be exercised
during the lifetime of the Participant only by the Participant, unless the Participant becomes subject to a Disability. If a Participant dies or becomes subject to a Disability, his Options shall thereafter be exercisable, during the period
specified in the applicable Award Agreement (as the case may be), by his designated beneficiary or if no beneficiary has been designated in writing, by his executors or administrators to the full extent (but only to such extent) to which such
Options were exercisable by the Participant at the time of (and after giving effect to any vesting that may occur in connection with) his death or Disability. 

  
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	11.3	No Right to an Award or Grant. 

 Neither the adoption of the Plan nor any action
of the Board or the Committee shall be deemed to give an employee, director, consultant or independent contractor any right to be granted an Option to purchase Shares or to receive an Award under the Plan, except as may be evidenced by an Award
Agreement duly executed on behalf of the Company, and then only to the extent of and on the terms and conditions expressly set forth in the Award Agreement. The Plan will be unfunded. The Company will not be required to establish any
special or separate fund or to make any other segregation of funds or assets to assure the payment of any Award. 
  

	11.4	No Evidence of Employment or Service. 

 Nothing contained in the Plan or in any
Award Agreement shall confer upon any Participant any right with respect to the continuation of his employment by or service with the Company, any of its Subsidiaries or the Asset Management Company or interfere in any way with the right of the
Company, any such Subsidiary or the Asset Management Company, in its sole discretion (subject to the terms of any separate agreement to the contrary), at any time to terminate such employment or service or to increase or decrease the compensation of
the Participant from the rate in existence at the time of the grant of an Award. 
  

	11.5	Rights as Shareholder.  

 Except as otherwise provided herein, no person shall
have any right as a shareholder of the Company with respect to any Shares or other equity security of the Company which is subject to an Award hereunder unless and until such person becomes a shareholder with respect to such Shares or equity
security. 
 ARTICLE XII 

TERM OF THE PLAN 
 This
Plan shall become effective on the Effective Date and, unless terminated earlier by the Board, shall terminate on the Termination Date. No Awards may be granted after the Termination Date. Any Award outstanding as of the Termination Date
shall remain in effect and the terms of the Plan will apply until such Award terminates as provided in the Plan or the applicable Award Agreement. 

ARTICLE XIII 
 AMENDMENT
OF PLAN 
 The Plan may be modified or amended in any respect, and at any time or from time to time, by the Board. Notwithstanding
the foregoing, the Plan may not be modified or amended as it pertains to any existing Award Agreement without the consent of an applicable Participant where such modification or amendment would materially impair the rights of such Participant, it
being understood that the modification of Option Price, exercise period, purchase price, repurchase price or vesting terms shall be deemed to materially impair the rights of Participants, unless such modifications are made pursuant to Article
X. In addition, no such amendment shall 

  
 20 








 
be made without the approval of the Company’s shareholders to the extent such approval is required by applicable law, rule or regulation, including Section 162(m) of the Code and any rule of
the New York Stock Exchange, or if Shares are not listed on the New York Stock Exchange, any rule of the principal stock exchange on which Shares are then traded. 

ARTICLE XIV 
 CAPTIONS

 The use of captions in the Plan is for convenience. The captions are not intended to provide substantive rights. 

ARTICLE XV 
 WITHHOLDING
TAXES 
 Upon any grant, vesting, exercise or payment of any Award, the Company shall have the right to require payment by the
Participant of any Federal, state, local or other taxes which may be required to be withheld or paid in connection with such Award. A Participant may satisfy such obligation in cash or to the extent permitted by the Committee, in its sole
discretion, and set forth in such Participant’s Award Agreement a Participant may also satisfy such obligation by any of the following means: (i) in the case of an Option, a cash payment by a broker-dealer acceptable to the Company to whom the
Participant has submitted an irrevocable notice of exercise, (ii) delivery to the Company of previously owned whole Shares (for which the holder has good title, free and clear of all liens and encumbrances) having an aggregate Fair Market Value
determined as of the date the obligation to withhold or pay taxes arises in connection with the Award (the “Tax Date”) in the amount necessary to satisfy any such obligation, (iii) authorizing the Company to withhold whole
Shares which would otherwise be delivered upon exercise or settlement of the Award having an aggregate Fair Market Value determined as of the Tax Date, equal to the amount necessary to satisfy any such obligation, or (iv) any combination of
cash, (ii) and (iii). Unless the Committee determines that more Shares may be delivered or withheld without an adverse accounting consequence to the Company, Shares to be delivered or withheld may not have an aggregate Fair Market Value in
excess of the amount required to be withheld except that any fraction of a Share which would be required to satisfy such an obligation shall be rounded up to the nearest whole number. 

ARTICLE XVI 
 SECTION
83(b) ELECTION 
 To the extent permitted by the Board or Committee, and unless otherwise provided in an Award Agreement, each recipient
of Restricted Shares may, but is not obligated to, make an election under Section 83(b) of the Code to be taxed currently with respect to such Award. The election permitted under this Article XVI shall comply in all respects with and shall be
made within the period of time prescribed under Section 83(b) of the Code. Each Participant shall prepare such forms as are required to make an election under Section 83(b) of the Code. The Company shall have no liability to any grantee
who fails to make a permitted Section 83(b) election in a timely manner. In addition, the Company shall have no liability and makes no representation regarding the advisability of making an election under Section 83(b) of the Code, or regarding
the tax, financial and other consequences of Awards. 

  
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 ARTICLE XVII 

CODE SECTION 409A COMPLIANCE 

It is the intent of the Company that the Awards under this Plan and the Committee’s exercise of authority or discretion with respect
thereto shall comply with and avoid the imputation of any tax, penalty or interest under Section 409A of the Code. The Plan and the terms and conditions of the awards granted under this Plan shall be construed and interpreted consistent with
that intent. 
 Notwithstanding any contrary provision in the Plan or any Award Agreement, any payment(s) of “nonqualified deferred
compensation” (within the meaning of Section 409A of the Code) that are otherwise required to be made under the Plan or any Award Agreement to a “specified employee” (as defined under Section 409A of the Code) as a result of his or
her termination of service shall be delayed for the first six (6) months following such termination of service and shall instead be paid as soon as administratively practicable following the end of such six-month period (or, if earlier, within 10
business days following the date of death of the specified employee). 
 ARTICLE XVIII 

SECTION 16 COMPLIANCE 
 It
is intended that the Plan and any Award made to a Participant subject to Section 16 of the Exchange Act will meet all of the requirements of Rule 16b-3. Accordingly, unless otherwise provided by the Committee, if any provisions of the Plan or
any Award would disqualify the Plan or the Award, or would otherwise not comply with Rule 16b-3, such provision or Award will be construed or deemed amended to conform to Rule 16b-3. 

ARTICLE XIX 
 OTHER
PROVISIONS 
 Each Award granted under the Plan may contain such other terms and conditions not inconsistent with the Plan as may be
determined by the Committee, in its sole discretion. 
 ARTICLE XX 

NUMBER AND GENDER 
 With
respect to words used in the Plan, the singular form shall include the plural form, the masculine gender shall include the feminine gender, and vice versa, as the context requires. 

  
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 ARTICLE XXI 

MISCELLANEOUS 
  

	21.1	Subsidiary Employees. 

 In the case of a grant of an Award to an employee or
director of or consultant to any Subsidiary of the Company or the Asset Management Company, the Company may, if the Committee so directs, issue or transfer the Shares, if any, covered by the Award to the Subsidiary or the Asset Management Company
for such lawful consideration as the Committee may specify, upon the condition or understanding that the Subsidiary or the Asset Management Company will transfer the Shares to the employee, director or consultant in accordance with the terms of the
Award specified by the Committee pursuant to the provisions of the Plan. 
  

	21.2	Foreign Employees and Foreign Law Considerations. 

 The Committee may grant Awards
to individuals who are eligible to participate in the plan who are foreign nationals, who are located outside the United States or who are not compensated from a payroll maintained in the United States, or who are otherwise subject to (or could
cause the Company to be subject to) legal or regulatory provisions of countries or jurisdictions outside the United States, on such terms and conditions different from those specified in the Plan as may, in the judgment of the Committee, be
necessary or desirable to foster and promote achievement of the purposes of the Plan, and, in furtherance of such purposes, the Committee may make such modifications, amendments, procedures, or subplans as may be necessary or advisable to comply
with such legal or regulatory provisions. 
  

	21.3	Erroneously Awarded Compensation. 

 All Awards and any cash payment or Shares
delivered pursuant to an Award, if and to the extent subject to the Dodd-Frank Wall Street Reform and Consumer Protection Act, may be subject to a claw back policy or other incentive compensation policy established from time to time by the Company
to comply with such Act. 
 ARTICLE XXII 

GOVERNING LAW 
 All
questions concerning the construction, interpretation and validity of the Plan and the instruments evidencing the Awards granted hereunder shall be governed by and construed and enforced in accordance with the domestic laws of the State of Delaware,
without giving effect to any choice or conflict of law provision or rule (whether of the State of Delaware or any other jurisdiction) that would cause the application of the laws of any jurisdiction other than the State of Delaware. In
furtherance of the foregoing, the internal law of the State of Delaware will control the interpretation and construction of this Plan, even if under such jurisdiction’s choice of law or conflict of law analysis, the substantive law of some
other jurisdiction would ordinarily apply. 
 * * * * * * 

As adopted by the Board of Directors of ATHENE HOLDING LTD. on August 10, 2016. 

  
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