EX-10.2.1





 Exhibit 10.2.1 

AMENDMENT NO. 1 TO 

COINSURANCE AGREEMENT 

This AMENDMENT NO. 1 TO COINSURANCE AGREEMENT (this “Amendment”), is made and entered into as of September 30, 2020, by
and between Jackson National Life Insurance Company, a Michigan life insurance company (the “Cedant”), and Athene Life Re Ltd., a Class E insurer under the Bermuda Insurance Act 1978 (the “Reinsurer”). 

PRELIMINARY STATEMENTS 

A.    The parties entered into that certain Coinsurance Agreement, dated as of June 18, 2020 (the
“Coinsurance Agreement”); and 
 B.    In connection with the Cedant’s, the Reinsurer’s and
the Investment Manager’s discussions concerning the preparation of Required Hedge Documentation (as defined below) with IMA Hedge Counterparties (as defined below) that are subject to the approval of the Company in accordance with the Hedge
Guidelines (as defined below), the Cedant and the Reinsurer desire to amend the Coinsurance Agreement pursuant to Section 18.07 of the Coinsurance Agreement as set forth in this Amendment. 

NOW, THEREFORE, in consideration of the mutual promises and covenants contained herein, the parties to this Amendment agree as follows: 

ARTICLE I 
 AMENDMENTS

 Section 1.01    Amendment to Section 1.01. Section 1.01 of the
Coinsurance Agreement is hereby amended by adding the following defined terms in their alphabetical order: 
 “Excess
Margin Collateral” means (i) the amount of additional collateral, if any, required to be posted by the Funds Withheld Account under the Required Hedge Documentation in favor of the applicable IMA Hedge Counterparty as a result of the
use of corporate bonds or any other assets (other than cash) to satisfy all margin collateral requirements for Hedges in excess of the collateral that would otherwise be required to be posted by the Funds Withheld Account in favor of the applicable
IMA Hedge Counterparty if only cash collateral was utilized to satisfy such IMA Hedge Counterparty’s margin collateral requirements, plus (ii) without duplication of the amount under clause (i), the amount posted by the Funds Withheld
Account under the Required Hedge Documentation in favor of the applicable IMA Hedge Counterparty to satisfy any initial margin required for the Hedges under such Required Hedge Documentation. 

“Hedges” shall have the meaning ascribed thereto in the Investment Management Agreement. 

“Hedge Guidelines” shall have the meaning ascribed thereto in the Investment Management Agreement. 

  













 “IMA Hedge Counterparties” shall have the meaning ascribed
thereto in the Investment Management Agreement. 
 “Required Hedge Documentation” shall have the meaning
ascribed thereto in the Investment Management Agreement. 
 Section 1.02    Amendment to the definition
of “Required Trust Balance”. The definition of “Required Trust Balance” set forth in Section 1.01 of the Coinsurance Agreement is hereby replaced in its entirety by the following: 

“Required Trust Balance” means, as of any date of determination, an amount equal to
(a) (i) the Required Trust Percentage multiplied by (ii) (A) the Reserves as of such date of determination (as set forth in the report delivered by the Cedant to the Reinsurer pursuant to Section 5.02(b)),
plus (B) (x) prior to the occurrence of a Triggering Event, the Ceded IMR (as set forth in the report delivered by the Cedant to the Reinsurer pursuant to Section 5.02(b)) and (y) during the continuance of
a Triggering Event, the Triggering Event IMR (as set forth in the report delivered by the Cedant to the Reinsurer pursuant to Section 5.02(b)), minus (b) the Maximum Additional Letter of Credit Amount, minus
(c) the aggregate purchase cost as of such date of determination of any in-force Reinsurer Hedges (as set forth in the report delivered by the Reinsurer to the Cedant pursuant to
Section 5.01(c)), minus (d) an amount equal to the excess of (i) the aggregate face amount of any Letters of Credit as of such date of determination over (ii) the Additional Letter of Credit
Amount as of such date of determination, minus (e) the Funds Withheld Balance, minus (f) the aggregate remaining unamortized balance of all Excess Loss Payments, if any, as of such date of determination, plus
(g) the Excess Margin Collateral as of such date of determination (as set forth in the report delivered by the Cedant to the Reinsurer pursuant to Section 5.02(b)). 

Section 1.03    Amendment to Schedule 5.02(b)(ii). Schedule 5.02(b)(ii) to the Coinsurance Agreement (the
Required Balance Statement) is hereby replaced in its entirety by Schedule 5.02(b)(ii) attached hereto. 

Section 1.04    Amendment to Exhibits C-1 and C-2. Exhibit C-1 (Funds Withheld Investment Guidelines (Pre-Triggering Event)) and Exhibit
C-2 Funds Withheld Investment Guidelines (Post-Triggering Event) to the Coinsurance Agreement are hereby replaced in their entirety by
Exhibit C-1 and Exhibit C-2, respectively, attached hereto. 

ARTICLE II 
 GENERAL
PROVISIONS 
 Section 2.01    Defined Terms. Capitalized terms used in this Amendment that are not
defined herein shall have the respective meanings ascribed to them in the Coinsurance Agreement. 

  
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 Section 2.02    General Provisions. The general provisions
set forth in Article XVIII of the Coinsurance Agreement are incorporated herein by reference to the extent applicable, and shall apply to this Amendment mutatis mutandis. 

Section 2.03    Ratification. Except as amended hereby, the Coinsurance Agreement shall continue in full force
and effect. The Cedant and the Reinsurer hereby expressly ratify and confirm the Coinsurance Agreement as modified hereby. 
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remainder of this page is intentionally left blank.] 

  
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 IN WITNESS WHEREOF, the parties hereby execute this Amendment as of the date first set forth
above. 
  

			
	JACKSON NATIONAL LIFE INSURANCE COMPANY
		
	By:	 	 /s/ Kenneth Stewart

		 	Name: Kenneth Stewart
		 	Title: Executive VP, Corporate Development
	
	ATHENE LIFE RE LTD.
		
	By:	 	 /s/ Adam Laing

		 	Name: Adam Laing
		 	Title: Chief Financial Officer



  
 [Signature Page to
Amendment No. 1 to the Coinsurance Agreement]