Exhibit












CAPITAL MAINTENANCE AGREEMENT


This Capital Maintenance Agreement (this "Agreement") is made effective as of the 30th day of January, 2020 (the "Effective Date"), by and between Athene Annuity & Life Assurance Company, a Delaware life insurance company ("AADE"), for the benefit of Athene Annuity and Life Company, an Iowa life insurance company ("AAIA").


WHEREAS, AAIA is a wholly-owned subsidiary of AADE;


WHEREAS, AADE has agreed, subject to the terms of this Agreement, to maintain AAIA's capital and surplus as required by the insurance laws of the State of New Jersey as of the Effective Date; and


WHEREAS, AADE and AAIA desire to enter into this Agreement to provide support to AAIA in the issuance of new products in the State of New Jersey.


NOW THEREFORE, in consideration of the agreements and covenants herein and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto covenant and agree as follows:


1.Capital and Surplus. AADE agrees that it shall cause, at all times during the term of this Agreement, AAIA to have and maintain minimum capital and surplus in an amount sufficient to satisfy the insurance laws of the State of New Jersey as of the Effective Date. AADE agrees that its undertaking provided herein shall be an absolute, unconditional and continuing obligation during the term of this Agreement. AADE and AAIA shall notify the Delaware Department of Insurance and Iowa Insurance Division anytime AADE is required to make a capital contribution to AAIA in accordance with the terms and conditions of this Section 1.


2.No Guarantee of Indebtedness. This Agreement is not, and shall not be construed as or deemed to constitute, evidence of indebtedness or a direct or indirect guaranty by AADE to any person of the payment of any indebtedness, or of any liability or obligation of any kind or character whatsoever, of AAIA.


3.Term. This Agreement shall take effect as of the date AAIA receives authority to conduct variable annuity business in the State of New Jersey and remain in effect for a period of ten (10) years.


4.Notices. All notices, requests, consents, approvals, and statements given in connection with this Agreement shall be in writing and, if properly addressed to the recipient, shall be deemed received (a) when delivered personally to the recipient; (b) when sent by electronic mail or electronic facsimile transmission if sent during business hours on a business day in the place of receipt and otherwise at the opening of business on the next business day in the place of receipt; or (c) two (2) business days after they are put in possession of the courier if sent by reputable express courier service. Notices shall be deemed to be properly addressed to a party if addressed to its address, facsimile number, or electronic mail address, as applicable, set forth below.









Ifto AADE:


Athene Annuity & Life Assurance Company 7700 Mills Civic Parkway
West Des Moines, IA 50266 Attention: Legal
E-mail:    legal@athene.com Ifto AAIA:
Athene Annuity and Life Company
7700 Mills Civic Parkway
West Des Moines, IA 50266-3862 Attention: Legal
E-mail:    legal@athene.com


Any party hereto may change its address, facsimile number, or electronic mail address, as applicable, for the purpose of this Section 4 by informing the other party of the new address, facsimile number, or electronic mail address.


5.Waivers and Amendments. No amendment or waiver of any provision of this Agreement nor consent to any departure by AADE therefrom shall be effective unless the same shall be in writing and signed by AAIA; provided that no amendment or waiver shall be effective unless previously approved by the Iowa Insurance Division, and also provided, that no amendment or waiver of Sections 1, 3, 5, 6, 7 or 8, nor any amendment or waiver that would affect such sections, shall be effective unless previously agreed to by the New Jersey Department of Banking and Insurance. No failure on the part of AAIA to exercise, and no delay by AAIA in exercising, any right hereunder shall operate as a waiver thereof; nor shall any single or partial exercise by AAIA of any right hereunder preclude any other or further exercise thereof or the exercise by AAIA of any other right.


6.No Third Party Beneficiaries. Nothing in this Agreement shall in any manner create any obligations or establish any rights against any of the parties to this Agreement in favor of any third parties or any person not expressly party to this Agreement.


7.Assignment. This Agreement shall not be assigned by either of the parties hereto without the prior written approval of the other party hereto and the Delaware Department of Insurance, Iowa Insurance Division, and New Jersey Department of Banking and Insurance. This Agreement shall be binding upon AADE and its successors and permitted assigns, and shall inure to the benefit of and be enforceable by AAIA and its successors and permitted assigns.


8.Governing Law. In all respects, including, without limitation, matters of construction and performance of this Agreement and the obligations arising hereunder, this Agreement shall be governed by, and construed in accordance with, the laws of the State of Iowa applicable to contracts and obligations made in such state and any applicable laws of the United States of America.





9.Counterparts. This Agreement may be executed in multiple counterparts, each of which will be deemed an original, but all of which shall constitute one and the same instrument.


10.Interpretation. The headings of the sections and other subdivisions of this Agreement are inserted for convenience only and shall not be deemed to constitute a part hereof.


11.Enforceability. If any term or provision of this Agreement or the application thereof to any person or circumstances shall, to any extent, be invalid or unenforceable, the remainder of this Agreement, or the application of such term or provision to persons or circumstances other than those as to which it is held invalid or unenforceable, shall not be affected thereby, and each term and provision of this Agreement shall be valid and enforced to the fullest extent permitted by law.


[Signature page follows]



CONFIDENTIAL TREATMENT




IN WITNESS WHEREOF, the parties hereto have executed and delivered this Agreement effective as of the Effective Date.




ATHENE    ANNUITY    &    LIFE    ASSURANCE COMPANY


By:  

Name: Title:
 
Grant Kvalheim President









ATHENE ANNUITY AND LIFE COMPANY


By:  

Name: Travis Tweed
Title: VP, Controller & Treasurer




























[Signature Page to Capital Maintenance Agreement]