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Title, Role & Reporting. You will continue to serve as Controller and Chief Accounting Officer of Apollo Global Management, L.L.C. (“the Company”) and Chief Financial Officer of AP Alternative Assets, L.P. and Apollo Management Holdings, L.P., and each of its subsidiaries. You will report to the Chief Financial Officer of the Company. You will be responsible for all corporate accounting functions for the Company. Fund accounting controllers and CFOs will report directly to the Company’s CFO.

Annual Base Salary. You will continue to be entitled to an annual base salary (“Base Salary”) at the rate of $700,000 which Base Salary shall accrue day to day and be paid in accordance with the Company’s normal payroll practices applicable to similarly situated employees.

Annual Bonus. You will be eligible to receive an annual bonus payment (“Bonus”) in an amount to be determined by the Company at its discretion. For services performed in 2010, your guaranteed Bonus will be $1,500,000 (the “2010 Bonus”). The 2010 Bonus, as well as subsequent bonuses, will be paid in accordance with the Company’s Incentive Program (as defined below) and shall be paid when bonuses are generally paid to other similarly situated employees, provided you have not resigned or signed an offer to be employed elsewhere on the payment date. Notwithstanding the foregoing, with respect to your 2010 Bonus no more than 15% of your 20 10 total compensation shall be paid pursuant to the Company’s Incentive Plan. Should you resign for other than Good Reason prior to the earlier of (i) the completion of the December 31,2010 Audit (the “Audit”) and; (ii) March 31,2011 (provided that you have worked diligently and in good faith to complete the Audit by such date), you agree to return to the Company an amount equal to the cash portion of the 2010 bonus.

2011 Bonus. At year end 2010, the Company agrees to discuss with you your bonus target for services to be performed by you in calendar year 2011. Your 2011 Bonus and all future bonuses will be discretionary and may be greater or less than prior bonuses depending on your performance and the performance of the Company.

Incentive Program. A portion of your total compensation for services performed each year will be payable, to the same extent as applicable to similarly situated employees of the Company generally, as determined by the Company prior to the start of such year. Presently, it is anticipated that the percentage of your total compensation that will be deferred is as follows:

25% of compensation from $1,000,001 to $2,000,000

Notice Entitlement. The Company may terminate your employment with or without Cause. The period of notice that we will give you to terminate your employment without Cause is 90 days. The Company may terminate your employment for Cause without notice. You agree to give the Company 90 days notice should you decide to leave the Company for any reason. We reserve the right to require you to not be in the Company’s offices and/or not to undertake all or any of your duties and/or not to contact Company clients, colleagues or advisors (unless otherwise instructed) during all or part of any period of notice of your termination of service. During any such period, you remain a service provider to the Company with all duties of fidelity and confidentiality to the Company and subject to all terms and conditions of your employment and should not be employed or engaged in any other business.

Payment in lieu of notice. Subject to the “Compliance” section below, we reserve the right to pay you in lieu of notice on a termination without Cause, or resignation by you. Other than the Company’s right to pay you in lieu of notice on a termination without Cause and as specifically set forth below in the Sections entitled “Interim Severance” and “Termination Upon Death or Disability” you shall not be entitled to any additional payments, including, without limitation, payment of any Bonus upon your separation of employment with the Company for any reason.

Interim Severance. Provided that you execute a separation agreement and general release of claims for the benefit of the Company and its affiliates and related persons in a form reasonably requested by the Company and such release becomes effective and irrevocable prior to the 90th day following the termination date, you shall be entitled to severance in the following circumstances and in the following amounts:

Termination upon Death or Disability. If at any time your employment is terminated due to your death or Disability, 50% of your outstanding and unvested RSUs at the time of your termination will automatically vest. In addition, if such termination occurs due to your death or Disability prior to the payment date of the 2010 Bonus, you (or your estate) will also receive a pro rata portion of the cash component of the 2010 Bonus, in a lump sum amount when bonuses are generally paid to similarly situated employees but no later than March 15 of the year following the year in which your employment was so terminated.

Benefits. You will continue to be entitled to participate in the various group health, disability and life insurance plans and other employee programs, including co-investment programs, as generally are offered to similarly situated executive employees from time to time.

Executive Coaching Services. Provided you remain employed by the Company, for a period of 1 year following the date of this letter agreement, the Company will provide you with an executive coach, the selection of which will be mutually agreed upon between the Company and you. The cost of the executive coach shall be borne solely by the Company.

Employment in Good Standing; Compliance. You understand that your continued employment will be subject to, among other things, your continued employment in good standing which will include your adherence to the Company’s policies and procedures and other applicable compliance manuals, copies of which will be separately made available to you.

Confidentiality. You and the Company will maintain the confidentiality of this letter agreement (and any related understandings, including your compensation arrangements and amounts) at all times. You will not discuss such matters with any person other than your spouse, accountant, financial and tax advisors or attorney. The Company will not disclose the terms of this letter agreement except as necessary to administer its terms. Notwithstanding the foregoing, you and the Company may make such disclosure (i) to the extent necessary with respect to any litigation, arbitration or mediation involving this letter agreement, including, but not limited to, the enforcement of this letter agreement, or (ii) when disclosure is required by law or by any court, arbitrator, mediator or administrative or legislative body (including any committee thereof) with apparent jurisdiction to order you to disclose or make accessible any information.

Restrictive Covenants. Reference is made to Annex A to your 2007 Employment Letter. You are subject to the provisions of Annex A of the 2007 Employment Letter (including, without limitation, with respect to noncom petition, nonsolicitation and confidentiality) as if such provision were reprinted herein. You understand, acknowledge and agree that such restrictive covenants apply to you going forward. Notwithstanding the foregoing, in the event that you resign your employment at any time during the Option Period, subparagraph (b) of Annex A of the 2007 Employment Letter will be of no further force and effect.

Subsequent Engagement. Notwithstanding anything to the contrary contained herein, while you are employed by the Company, prior to accepting (or entering into a written understanding that provides for your) employment or consulting engagement with any person or entity unrelated to the Company, you will provide (i) written notice to the Company of such offer; your acceptance of any such offer before seven (7) days have elapsed following such notice shall be treated as a termination by the Company for Cause, and (ii) a copy of the paragraph entitled “No Solicitation or Competition” herein to any such prospective employer or service recipient, with a copy provided simultaneously to the Company. You shall promptly notify the Company of your acceptance of employment with, or agreement to provide substantial services to, any entity unrelated to the Company for 6 months from and after your employment termination date.

Nondisparagement. You agree that you will not, whether during your employment or thereafter, directly or indirectly, make or ratify any statement, public or private, oral or written, to any person that disparages, either professionally or personally, the Company or any of its affiliates, past and present, and each of them, as well as its and their trustees, directors, officers, members, managers, partners, agents, attorneys, insurers, employees, stockholders, representatives, assigns, and successors, past and present, and each of them. The senior officers of the Company agree that they will not, directly or indirectly, make or ratify any statement, public or private, oral or written, to any person that disparages you.

Remedies; Severability. Because your services are unique and you have had and will have access during the course of your employment to Confidential Information, money damages would be an inadequate remedy for any breach of the foregoing confidentiality, solicitation and competition provisions (the “Protective Covenants”). Therefore, in the event of a breach or threatened breach of any provision of a Protective Covenant, the Company or its successors or assigns may, in addition to other rights and remedies existing in their favor at law or in equity, (a) apply to any court of competent jurisdiction for specific performance and/or injunctive or other relief in order to enforce, or prevent any violations of, the provisions hereof (without posting a bond or other security) and/or (b) cease any continuation of benefits to you otherwise called for by this letter agreement. If any provision of this letter agreement shall be held invalid, illegal or unenforceable in any jurisdiction for any reason,

including, without limitation, the duration of such provision, its geographical scope or the extent of the activities prohibited or required by it, then, to the fullest extent permitted by law, (a) all other provisions hereof shall remain in full force and effect in such jurisdiction and shall be liberally construed in order to carry out the intent of the parties hereto as nearly as may be possible, (b) such invalidity, illegality or unenforceability shall not affect the validity, legality or enforceability of any other provision hereof, and (c) any court or arbitrator having jurisdiction thereover shall have the power to reform such provision to the extent necessary for such provision to be enforceable under applicable law. You hereby acknowledge and agree with the Company that (x) each of the Protective Covenants is an entirely separate, severable and independent covenant and restriction on you; (y) the duration, extent and application of each of the Protective Covenants is no greater than is necessary for the protection of the goodwill and trade connections of the business of the Company; and (z) in the event that any restriction on you contained in the Protective Covenants shall be found void but would be valid if some part thereof were deleted such restrictions shall apply with any such deletion as may be necessary to make it valid and effective.

Choice of Law; Forum; Waiver of Jury Trial. This letter agreement shall be governed by and construed in accordance with the laws of the State of New York (without regard to any conflicts of laws principles thereof that would give effect to the laws of another jurisdiction), and the parties submit to the exclusive jurisdiction of the federal and state courts of New York, New York (Borough of Manhattan) in relation to any dispute arising in connection herewith. TO THE EXTENT NOT PROHIBITED BY APPLICABLE LAW THAT CANNOT BE WAIVED, YOU HEREBY WAIVE, AND COVENANT THAT YOU 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 LETTER 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 RELATING TO YOUR EMPLOYMENT OR THIS LETTER AGREEMENT, AND THAT ANY SUCH PROCEEDING WILL INSTEAD BE TRIED IN A COURT OF COMPETENT JURISDICTION BY A JUDGE SITTING WITHOUT A JURY.

Miscellaneous. This letter agreement may not be modified, amended or waived unless in a writing signed by the undersigned parties. Any notice required hereunder shall be made in writing, as applicable, to the Company in care of the general counsel at his principal office location, with a copy to the Global Head of Human Resources at her principal office location, or to you at your principal office location or home address most recently on file with the Company, such notice to be deemed effective on the earlier of receipt or two days after it is issued. This letter agreement may not be assigned by the parties other than as expressly provided herein. This letter agreement may be executed through the use of separate signature pages or in any number of counterparts, with the same effect as if the parties executing such counterparts had executed one counterpart.

/s/ Barry Giarraputo