Exhibit 10.15.2

September 7, 2015

Bill Wheeler

147 Brite Avenue

Scarsdale, NY 10583

Dear Bill,

I am pleased to offer you the following terms and conditions of your employment on behalf of Athene Holding Ltd., a Bermuda exempted company and its affiliates (the “Company”).

Subject to the Conditions below, the Company hereby employs you and you hereby accept such employment, upon the terms and conditions hereinafter set forth, commencing on September 28, 2015. The effectiveness of these terms and conditions are subject to your execution and return of this letter agreement on or before September 14, 2015 and is further subject to satisfactory completion of background and reference checks.

During the period in which you are employed with the Company, you shall be entitled to the compensation and benefits set forth in this Section III:

Your equity grant contains a Non Compete/Solicitation clause. Since you are required to comply with post-separation Non-Competition/Solicitation Covenants for a period is longer than the number of weeks of Pay to which you are entitled under the formula outlined in our severance policy, the amount of your severance benefit will be increased to an amount equal to the same number of weeks and in no event will you receive a severance benefit under this Plan which exceeds two (2) times your annual compensation (as described in Labor Reg. Section 2510.3-2(b)) received during the year immediately preceding the year in which your Termination Date occurs. Under no circumstances will you be eligible for any severance benefits if you are terminated for Cause, even if you are required to comply with post-separation Non-Competition/Solicitation Covenants.

You will be eligible to participate in all Company-sponsored benefit plans beginning the first of the month following or coinciding with your hire date. This includes the group life, accidental death & dismemberment, medical, dental and vision plans in accordance with the terms of each of those plans. For the Athene Savings & Retirement Plan, you will be eligible to participate as soon as administratively possible following your hire date. You will be provided with a full benefits packet on your first day of employment.

Additionally, you will be eligible to participate in the Athene Savings & Retirement Plan (401(k) Plan) & the Athene Supplemental Executive Retirement Plan (SERP), upon employment. These plans allow for a combined elective deferral of up to 90% of your compensation (as defined by the Plans). Contributions to the 401(k) Plan may be made by pre-tax contributions or after-tax Roth 401(k) contributions, or as a combination thereof. The 401(k) Plan provides a matching contribution equal to 100% of the first 5% deferred, up to IRS limits. You will be 100% vested in employer matching immediately. There is no employer match contribution under the SERP.

You will accrue 6 hours of Paid Time Off (PTO) per pay period, or 18 days of vacation during a full year of employment, plus two floating days. The Athene Benefits summary document attached provides additional information on benefits, PTO and company holidays.

The Agreement may be terminated by the employee or the Company at any time by giving 2 [TWO] months notice in writing. During this notice period, you shall perform whatever tasks are assigned to you by the Company.

The Company has the right, in its discretion, to terminate the Agreement with a payment in lieu of notice.

The Agreement may be terminated by the Company without notice or payment in lieu of notice:

Provisions relating to Termination, Disciplinary and Grievance Procedures, and Standards of Conduct are further outlined in the Company’s Employee Handbook.

Notwithstanding anything else herein to the contrary, the Company does not withhold (or cause there to be withheld, as the case may be) from any amounts otherwise due or payable under or pursuant to

this Agreement such federal, state and local income, employment, or other taxes as may be required to be withheld pursuant to any applicable foreign law or regulation. Please note that it is your responsibility to seek out advice from a tax professional about your personal tax liability prior to signing this agreement. The Company is not responsible for personal income taxes resulting from compensation (including housing and related allowances, benefits or subsidies) earned during your employment.

During the period of time during which you are employed by the Company and for a twelve (12) months after the termination of your employment, you will not directly or indirectly through any other Person (i) induce or attempt to induce any senior employee or independent contractor, with whom you had material contact or dealings in the course of your employment of the Company or any affiliate of the Company to leave the employ or service, as applicable, of the Company or such affiliate, or in any way interfere with the relationship between the Company or any such affiliate, on the one hand, and any employee or independent contractor thereof, on the other hand, or (ii) hire any person who was an employee of the Company or any affiliate of the Company, in each case, until twelve (12) months after such individual’s employment relationship with the Company or such affiliate has been terminated.

During the period of employment and for a period of twelve (12) months after the termination of your employment, you will not directly or indirectly through any other Person influence or attempt to influence customers, vendors, suppliers, licensors, lessors, joint venturers, ceding companies, associates,

consultants, agents, or partners, with whom either you had material personal dealings pursuant to your employment or any employee who was under your direct or indirect supervision had material personal dealings pursuant to the employment of the Company or such affiliate, and you will not otherwise interfere with, disrupt or attempt to disrupt the business relationships, contractual or otherwise, between the Company or any affiliate of the Company, on the one hand, and any of its or their customers, suppliers, vendors, lessors, licensors, joint ventures, associates, officers, employees, consultants, managers, partners, members or investors, on the other hand.

You represent and agree that you (i) are familiar with and carefully considered that foregoing covenants set forth in this Section VII (together, the “Restrictive Covenants”), (ii) are fully aware of your obligations hereunder, (iii) agree to the reasonableness of the length of time, as applicable, of the Restrictive Covenants, (iv) agree that the Restrictive Covenants are necessary to protect the Company’s and it affiliates’ confidential and proprietary information, good will, stable workforce and customer relations, and (v) agree that the Restrictive Covenants will continue in effect for the applicable periods set forth above in this Section VI regardless of whether you are then entitled to receive severance pay or benefits from the Company. You understand that the Restrictive Covenants may limit your ability to earn a livelihood in a business similar to the business of the Company and any of its affiliates, but you nevertheless believe that you have received and will receive sufficient consideration and other benefits as an employee of the Company and as otherwise provided hereunder or as described in the recitals hereto to clearly justify such restrictions which, in any event (given your education, skills and ability), you do not believe would prevent him from otherwise earning a living. You agree that the Restrictive Covenants do not confer a benefit upon the Company disproportionate to your detriment.

You agree that your Services are unique and that you have access to Confidential Information and Work Product. Accordingly, you agree that your breach of any of the covenants in this Section VII would cause immediate or irreparable harm to the Company that would be difficult or impossible to measure, and that damages to the Company for any such injury would therefore be an inadequate remedy for any such breach. Therefore, you agree that in the event of any breach or threatened breach of any provision of this Section VII, the Company shall be entitled, in addition to and without limitation upon all other remedies the Company may have under this Agreement, at law or otherwise, to obtain specific performance, injunctive relief and/or other appropriate relief (without posting any bond or deposit) in any jurisdiction the Company deems appropriate in order to enforce or prevent any violations of the provisions of this Section VII, as the case may be, or require you to account for and pay over to the Company all compensation, profits, moneys, accruals, increments or other benefits derived from or received as a result of any transactions constituting a breach of this Section VII, if and when final judgment of a court of competent jurisdiction is so entered against you. You further agree that the applicable period of time any Restrictive Covenant is in effect following the date of your termination of employment, as determined pursuant to the foregoing provisions of this Section VII, such period of time shall be extended by the same amount of time that you are in breach of any Restrictive Covenant.

This Agreement may not be amended, modified or changed (in whole or in part), except by a formal, definitive written agreement expressly referring to this Agreement, which agreement is executed by both of the parties hereto.

If any provision of the Agreement or the application thereof is held invalid, the invalidity shall not affect other provisions or applications of the Agreement which can be given effect without the invalid provisions or applications and to this end the provisions of this Agreement are declared to be severable.

Reimbursement of expenses and in-kind benefits provided herein shall be treated as follows: (i) the amount of such expenses eligible for reimbursement or in-kind benefits provided in any taxable year shall not affect the expenses eligible for reimbursement or in-kind benefits provided in any other taxable year, except as otherwise allowed by Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”), (ii) any reimbursement shall be made no later than the last day of the calendar year following the calendar year in which the expenses to be reimbursed were incurred and (iii) no right to reimbursement or in-kind benefits may be liquidated or exchanged for another benefit.

Payments provided herein are intended to be exempt from Section 409A of the Code to the maximum extent possible, under either the separation pay exemption pursuant to Treasury regulation §1.409A-1(b)(9)(iii) or as short-term deferrals pursuant to Treasury regulation §1.409A-1(b)(4). Each payment and benefit hereunder shall constitute a “separately identified” amount within the meaning of Treasury Regulation section 1.409A-2(b)(2).

All employees who are “covered persons” under the Company’s Personal Securities Trading Policy (“Policy”) must agree to abide by the Policy, are bound by the trading restrictions contained in the Policy and must report personal securities holdings and accounts. It is required that you assemble information regarding your personal securities holdings and accounts so that you may report on holdings held in accounts that are beneficially owned and which fall within the restrictions of the Policy within ten days of your employment start date.

Subject to Clause E, above, this Agreement, and all questions relating to its validity, interpretation, performance and enforcement, as well as the legal relations hereby created between the parties hereto, shall be governed by and construed under, and interpreted and enforced in accordance with, the laws of the State of New York notwithstanding any New York or other conflict of law provision to the contrary and any dispute or controversy arising out of or relating to this Agreement or your employment, other than injunctive relief as provided in this Agreement, will be settled exclusively by arbitration, conducted before a single arbitrator in New York (applying New York law) in accordance with, and pursuant to, the National Rules for the Resolution of Employment Disputes of the American Arbitration Association (“AAA”). The decision of the arbitrator will be final and binding upon the parties hereto. Any arbitral award may be entered as a judgment or order in any court of competent jurisdiction. Either party may commence litigation in court to obtain injunctive relief in aid of arbitration, to compel arbitration, or to confirm or vacate an award, to the extent authorized by the Federal Arbitration Act or the New York

Arbitration Act. The Company and you will share the AAA administrative fees, the arbitrator’s fee and expenses. Each party shall be responsible for such party’s attorneys’ fees. If this agreement to arbitrate is held invalid or unenforceable then, to the extent not prohibited by applicable law that cannot be waived, you and we hereby waive and covenant that you and we will not assert (whether as plaintiff, defendant or otherwise) any right to trial by jury in any action arising in whole or in part under or in connection with this agreement or any matters contemplated hereby, whether now or hereafter arising, and whether sounding in contract, tort or otherwise, and agree that any of the Company or any of its affiliates or you may file a copy of this paragraph with any court as written evidence of the knowing, voluntary and bargained-for agreement among the Company and its affiliates, on the one hand, and you, on the other hand, irrevocably to waive the right to trial by jury in any proceeding whatsoever between such parties arising out of or relating to this agreement and that any proceeding properly heard by a court under this agreement will instead be tried in a court of competent jurisdiction by a judge sitting without a jury.

COUNTERPARTS

The Agreement may be executed in any number of counterparts, each of which shall be deemed as original as against any party whose signature appears thereon, and all of which together shall constitute one and the same instruments. This Agreement shall become binding when one or more counterparts hereof, individually or taken together, shall bear the signatures of all of the parties reflected heron as the signatories. Photographic copies of such signed counterparts may be used in lieu of the originals for any purpose.

* * * *

IN WITNESS WHEREOF, Bill has hereunto set his hand, and the Company has caused this Agreement to be executed in its name and on its behalf.

ATHENE HOLDING LTD.,
A Bermuda exempted company
By
		Jim Belardi
		Its CEO of Athene Holding Ltd.
		Bill Wheeler