EX-10.8.1





 Exhibit 10.8.1 

EXECUTION VERSION 

AMENDMENT NO. 1 dated as of July 19, 2021 (this “Amendment”), to the REVOLVING CREDIT AGREEMENT dated
as of February 22, 2021 (as amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among JACKSON FINANCIAL INC., a Delaware corporation, the SUBSIDIARY ACCOUNT PARTIES party thereto, the BANKS
party thereto and CITIBANK, N.A., as Administrative Agent. Defined terms used in this Amendment and not otherwise defined herein shall have the meanings assigned to such terms in the Credit Agreement. 

WHEREAS pursuant to the Credit Agreement, the Banks have agreed to extend credit to the Company on the terms and subject to the conditions set
forth therein; 
 WHEREAS the Company has advised the Administrative Agent that it desires to amend the Credit Agreement to modify the
Commitment Availability Period set forth therein; 
 WHEREAS the Company has requested that the Banks consent to this Amendment; and 

WHEREAS the undersigned Banks, constituting all Banks under the Credit Agreement, are willing to amend the Credit Agreement on the terms and
subject to the conditions set forth herein. 
 NOW, THEREFORE, in consideration of the mutual agreements herein contained and other good and
valuable consideration, the sufficiency and receipt of which are hereby acknowledged, and subject to the conditions set forth herein, the parties hereto hereby agree as follows: 

SECTION 1. Amendments to Credit Agreement. (a) The defined term “Commitment Termination Date” is hereby amended
by replacing the text “the date that is six months from the Effective Date” in clause (b) thereof with the text “the date that is nine months from the Effective Date”. 

(b) The defined term “Adjusted Consolidated Net Worth” is hereby amended (i) by replacing the text “consolidated
shareholders’ equity” with the text “total equity” and (ii) by replacing the text “(ii) the effect of any election under the fair value option in FASB ASC 825 permitting a Person to measure its financial assets or
liabilities at the fair value thereof, and the related tax impact and (iii)” with the text “with the exception of Accumulated Other Comprehensive Income (Loss) arising from investments held within the Athene Reinsurance Funds Withheld
Account, as disclosed in the Notes to the Consolidated Financial Statements and (ii)”. 












 SECTION 2. Representations and Warranties. The Company represents and warrants to the
Administrative Agent and to each of the Banks that: 
 (a) This Amendment has been duly authorized, executed and delivered by the Company
and constitutes a legal, valid and binding obligation of the Company, enforceable against the Company in accordance with its terms, subject to applicable bankruptcy, insolvency and other similar laws affecting creditors’ rights generally,
concepts of reasonableness and general principles of equity, regardless of whether considered in a proceeding in equity or at law. 
 (b)
The representations and warranties of the Company set forth in the Credit Agreement are true and correct (i) in the case of any representation and warranty that is qualified by materiality, in all respects and (ii) otherwise, in all
material respects, on and as of the date hereof (except to the extent that any such representation or warranty expressly relates to a specified date or dates, in which case such representation or warranty is true and correct (i) in the case of
any representation and warranty that is qualified by materiality, in all respects and (ii) otherwise, in all material respects, as of such specified date or dates). 

(c) At the time of and immediately after giving effect to this Amendment, no Default shall have occurred and be continuing. 

SECTION 3. Effectiveness. This Amendment shall become effective as of the date (the “Amendment Effective Date”) when
(a) the Administrative Agent shall have received counterparts of this Amendment that, when taken together, bear the signatures of the Company and each of the Banks and (b) the Administrative Agent shall have received payment of all fees
and expenses required to be paid by the Company pursuant to Section 7 hereof. 
 SECTION 4. Credit Agreement. Except as
expressly set forth herein, this Amendment (a) shall not by implication or otherwise limit, impair, constitute a waiver of or otherwise affect the rights and remedies of the Banks, the Administrative Agent or the Company under the Credit
Agreement or any other Credit Document and (b) shall not alter, modify, amend or in any way affect any of the terms, conditions, obligations, covenants or agreements contained in the Credit Agreement or any other Credit Document, all of which
are ratified and affirmed in all respects and shall continue in full force and effect. Nothing herein shall be deemed to entitle the Company to any future consent to, or waiver, amendment, modification or other change of, any of the terms,
conditions, obligations, covenants or agreements contained in the Credit Agreement or any other Credit Document in similar or different circumstances. After the date hereof, any reference in the Credit Documents to the Credit Agreement shall mean
the Credit Agreement as modified hereby. This Amendment shall constitute a “Credit Document” for all purposes of the Credit Agreement and the other Credit Documents. 












 SECTION 5. Applicable Law; Waiver of Jury Trial. (a) THIS AMENDMENT SHALL BE
CONSTRUED IN ACCORDANCE WITH AND GOVERNED BY THE LAW OF THE STATE OF NEW YORK. 
 (b) EACH PARTY HERETO HEREBY AGREES AS SET FORTH IN
SECTION 9.12 OF THE CREDIT AGREEMENT AS IF SUCH SECTION WERE SET FORTH IN FULL HEREIN. 
 SECTION 6. Counterparts; Amendment.
This Amendment may be executed in counterparts (and by different parties hereto and on different counterparts), each of which shall constitute an original but all of which when taken together shall constitute a single contract. Delivery of an
executed counterpart of a signature page of this Amendment by telecopy or electronic transmission shall be effective as delivery of a manually executed counterpart of this Amendment. The words “execution”, “signed”,
“signature”, “delivery” and words of like import in or relating to this Amendment shall be deemed to include Electronic Signatures (as defined below), deliveries or the keeping of records in any electronic form (including
deliveries by fax, emailed .pdf or any other electronic means that reproduces an image of an actual executed signature page), each of which shall be of the same legal effect, validity or enforceability as a manually executed signature, physical
delivery thereof or the use of a paper-based recordkeeping system, as the case may be, to the extent and as provided for in any applicable law, including the Federal Electronic Signatures in Global and National Commerce Act, the New York State
Electronic Signatures and Records Act, or any other similar state laws based on the Uniform Electronic Transactions Act. “Electronic Signatures” means any electronic symbol or process attached to, or associated with, any contract or
other record and adopted by a person with the intent to sign, authenticate or accept such contract or record. This Amendment may not be amended nor may any provision hereof be waived except in accordance with Section 9.05 of the Credit
Agreement. 
 SECTION 7. Fees and Expenses. The Company hereby agrees to pay to the Administrative Agent on the Amendment Effective
Date, for the account of each Bank, the amendment fee previously agreed between the Company and the Administrative Agent. The Company agrees to reimburse the Administrative Agent for its reasonable out-of-pocket expenses in connection with this Amendment to the extent required under Section 9.03 of the Credit Agreement, including the reasonable fees, charges and disbursements of Cravath,
Swaine & Moore LLP, counsel for the Administrative Agent. 
 SECTION 8. Headings. The Section headings used herein are for
convenience of reference only, are not part of this Amendment and are not to affect the construction of, or to be taken into consideration in interpreting, this Amendment. 












 IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly executed by
their respective authorized officers as of the date first written above. 
  

			
	 JACKSON FINANCIAL INC.

by

		
	       
	 	 /s/ Marcia Wadsten

		 	Name: Marcia Wadsten
		 	Title:   Executive Vice President and Chief Financial Officer



  
 [Signature Page to
Amendment to Revolving Credit Agreement] 













 
			
	 CITIBANK, N.A., 
individually and as Administrative Agent,

 
 by

	       
	 	 /s/ Maureen Maroney

		 	 Name: Maureen Maroney

		 	 Title:   Vice President




  
 [Signature Page to
Amendment to Revolving Credit Agreement] 













 
			
	 SIGNATURE PAGE TO AMENDMENT NO. 1 DATED AS OF THE DATE FIRST WRITTEN ABOVE, TO THE REVOLVING CREDIT AGREEMENT DATED AS OF
FEBRUARY 22, 2021, AMONG JACKSON FINANCIAL INC., THE SUBSIDIARY ACCOUNT PARTIES PARTY THERETO, THE BANKS PARTY THERETO AND CITIBANK, N.A., AS ADMINISTRATIVE AGENT
  

Name of Bank (with each Bank that is also a Fronting Issuing Bank executing both in its capacity as a Bank and as a Fronting Issuing Bank):

		
		 	Morgan Stanley Bank, N.A.
		
	    By:	 	 /s/ Michael King

		 	Name:Michael King
		 	Title:Authorized Signatory



  
 [Signature Page to
Amendment to Revolving Credit Agreement] 













 
			
	 SIGNATURE PAGE TO AMENDMENT NO. 1 DATED AS OF THE DATE FIRST WRITTEN ABOVE, TO THE REVOLVING CREDIT AGREEMENT DATED AS OF
FEBRUARY 22, 2021, AMONG JACKSON FINANCIAL INC., THE SUBSIDIARY ACCOUNT PARTIES PARTY THERETO, THE BANKS PARTY THERETO AND CITIBANK, N.A., AS ADMINISTRATIVE AGENT
  

Name of Bank (with each Bank that is also a Fronting Issuing Bank executing both in its capacity as a Bank and as a Fronting Issuing Bank):

		
		 	BANK OF AMERICA N.A.
		
	    By:	 	 /s/ Sidhima Daruka

		 	Name: Sidhima Daruka
		 	Title:   Vice President



  
 [Signature Page to
Amendment to Revolving Credit Agreement] 













 
			
	 SIGNATURE PAGE TO AMENDMENT NO. 1 DATED AS OF THE DATE FIRST WRITTEN ABOVE, TO THE REVOLVING CREDIT AGREEMENT DATED AS OF
FEBRUARY 22, 2021, AMONG JACKSON FINANCIAL INC., THE SUBSIDIARY ACCOUNT PARTIES PARTY THERETO, THE BANKS PARTY THERETO AND CITIBANK, N.A., AS ADMINISTRATIVE AGENT
  

Name of Bank (with each Bank that is also a Fronting Issuing Bank executing both in its capacity as a Bank and as a Fronting Issuing Bank):

		
		 	BARCLAYS BANK PLC
		
	    By:	 	 /s/ Ronnie Glenn

		 	Name: Ronnie Glenn
		 	Title:   Director



  
 [Signature Page to
Amendment to Revolving Credit Agreement] 













 
			
	SIGNATURE PAGE TO AMENDMENT NO. 1 DATED AS OF THE DATE FIRST WRITTEN ABOVE, TO THE REVOLVING CREDIT AGREEMENT DATED AS OF FEBRUARY 22, 2021, AMONG JACKSON FINANCIAL INC., THE SUBSIDIARY ACCOUNT PARTIES PARTY
THERETO, THE BANKS PARTY THERETO AND CITIBANK, N.A., AS ADMINISTRATIVE AGENT
		
		 	JPMorgan Chase Bank, N.A.
		
	    By:	 	 /s/ James S. Mintzer

		 	Name: James S. Mintzer
		 	Title:   Executive Director



  
 [Signature Page to
Amendment to Revolving Credit Agreement] 













 
			
	 SIGNATURE PAGE TO AMENDMENT NO. 1 DATED AS OF THE DATE FIRST WRITTEN ABOVE, TO THE REVOLVING CREDIT AGREEMENT DATED AS OF
FEBRUARY 22, 2021, AMONG JACKSON FINANCIAL INC., THE SUBSIDIARY ACCOUNT PARTIES PARTY THERETO, THE BANKS PARTY THERETO AND CITIBANK, N.A., AS ADMINISTRATIVE AGENT
  

Name of Bank (with each Bank that is also a Fronting Issuing Bank executing both in its capacity as a Bank and as a Fronting Issuing Bank):

 
 Wells Fargo Bank, National
Association
 [Name of Bank]

		
	    By:	 	 /s/ Michele S. Dagenhart

		 	Name: Michele S. Dagenhart
		 	Title:   Managing Director



  
 [Signature Page to
Amendment to Revolving Credit Agreement] 













 
			
	 SIGNATURE PAGE TO AMENDMENT NO. 1 DATED AS OF THE DATE FIRST WRITTEN ABOVE, TO THE REVOLVING CREDIT AGREEMENT DATED AS OF
FEBRUARY 22, 2021, AMONG JACKSON FINANCIAL INC., THE SUBSIDIARY ACCOUNT PARTIES PARTY THERETO, THE BANKS PARTY THERETO AND CITIBANK, N.A., AS ADMINISTRATIVE AGENT
  

Name of Bank (with each Bank that is also a Fronting Issuing Bank executing both in its capacity as a Bank and as a Fronting Issuing Bank):

		
		 	BNP PARIBAS
		
	    By:	 	 /s/ Monica Hanson

		 	Monica Hanson
		 	Managing Director
		
	    By:	 	 /s/ Marguerite L. Lebon

		 	Marguerite L. Lebon
		 	Vice President



  
 [Signature Page to
Amendment to Revolving Credit Agreement] 













 
			
	 SIGNATURE PAGE TO AMENDMENT NO. 1 DATED AS OF THE DATE FIRST WRITTEN ABOVE, TO THE REVOLVING CREDIT AGREEMENT DATED AS OF
FEBRUARY 22, 2021, AMONG JACKSON FINANCIAL INC., THE SUBSIDIARY ACCOUNT PARTIES PARTY THERETO, THE BANKS PARTY THERETO AND CITIBANK, N.A., AS ADMINISTRATIVE AGENT
  

Name of Bank (with each Bank that is also a Fronting Issuing Bank executing both in its capacity as a Bank and as a Fronting Issuing Bank):

 
 CREDIT SUISSE AG, NEW YORK BRANCH

		
	    By:	 	 /s/ Doreen Barr

		 	Name: Doreen Barr
		 	Title: Authorized Signatory
		
	    By:	 	 /s/ Michael Dieffenbacher

		 	Name: Michael Dieffenbacher
		 	Title: Authorized Signatory



  
 [Signature Page to
Amendment to Revolving Credit Agreement] 













 
			
	SIGNATURE PAGE TO AMENDMENT NO. 1 DATED AS OF THE DATE FIRST WRITTEN ABOVE, TO THE REVOLVING CREDIT AGREEMENT DATED AS OF FEBRUARY 22, 2021, AMONG JACKSON FINANCIAL INC., THE SUBSIDIARY ACCOUNT PARTIES PARTY
THERETO, THE BANKS PARTY THERETO AND CITIBANK, N.A., AS ADMINISTRATIVE AGENT
	
	 Name of Bank: GOLDMAN SACHS BANK USA

		
	    By:	 	 /s/ Rebecca Kratz

		 	Name: Rebecca Kratz
		 	Title:   Authorized Signatory



  
 [Signature Page to
Amendment to Revolving Credit Agreement] 













 
			
	 SIGNATURE PAGE TO AMENDMENT NO. 1 DATED AS OF THE DATE FIRST WRITTEN ABOVE, TO THE REVOLVING CREDIT AGREEMENT DATED AS OF
FEBRUARY 22, 2021, AMONG JACKSON FINANCIAL INC., THE SUBSIDIARY ACCOUNT PARTIES PARTY THERETO, THE BANKS PARTY THERETO AND CITIBANK, N.A., AS ADMINISTRATIVE AGENT
  

Name of Bank.
 HSBC
Bank USA, N.A.

		
	    By:	 	 /s/ Teresa Pereyra

		 	Name: Teresa Pereyra
		 	Title:   Vice President, Financial Institutions Group



  
 [Signature Page to
Amendment to Revolving Credit Agreement] 













 
			
	 SIGNATURE PAGE TO AMENDMENT NO. 1 DATED AS OF THE DATE FIRST WRITTEN ABOVE, TO THE REVOLVING CREDIT AGREEMENT DATED AS OF
FEBRUARY 22, 2021, AMONG JACKSON FINANCIAL INC., THE SUBSIDIARY ACCOUNT PARTIES PARTY THERETO, THE BANKS PARTY THERETO AND CITIBANK, N.A., AS ADMINISTRATIVE AGENT
  

Name of Bank (with each Bank that is also a Fronting Issuing Bank executing both in its capacity as a Bank and as a Fronting Issuing Bank):

		
		 	MUFG Union Bank N.A.
		
	    By:	 	 /s/ Rajiv Ranjan

		 	Name: Rajiv Ranjan
		 	Title:   Vice President



  
 [Signature Page to
Amendment to Revolving Credit Agreement] 













 
			
	 SIGNATURE PAGE TO AMENDMENT NO. 1 DATED AS OF THE DATE FIRST WRITTEN ABOVE, TO THE REVOLVING CREDIT AGREEMENT DATED AS OF
FEBRUARY 22, 2021, AMONG JACKSON FINANCIAL INC., THE SUBSIDIARY ACCOUNT PARTIES PARTY THERETO, THE BANKS PARTY THERETO AND CITIBANK, N.A., AS ADMINISTRATIVE AGENT
  

Name of Bank (with each Bank that is also a Fronting Issuing Bank executing both in its capacity as a Bank and as a Fronting Issuing Bank):

		
		 	Societe Generale
		
	    By:	 	 /s/ Jonathan Logan

		 	Name: Jonathan Logan
		 	Title:   Director



  
 [Signature Page to
Amendment to Revolving Credit Agreement] 













 
			
	 SIGNATURE PAGE TO AMENDMENT NO. 1 DATED AS OF THE DATE FIRST WRITTEN ABOVE, TO THE REVOLVING CREDIT AGREEMENT DATED AS OF
FEBRUARY 22, 2021, AMONG JACKSON FINANCIAL INC., THE SUBSIDIARY ACCOUNT PARTIES PARTY THERETO, THE BANKS PARTY THERETO AND CITIBANK, N.A., AS ADMINISTRATIVE AGENT
  

Name of Bank (with each Bank that is also a Fronting Issuing Bank executing both in its capacity as a Bank and as a Fronting Issuing Bank):

 
 THE BANK OF NEW YORK MELLON

		
	    By:	 	 /s/ Benjamin Goldberg

		 	Name: Benjamin Goldberg
		 	Title:   Vice President



  
 [Signature Page to
Amendment to Revolving Credit Agreement] 













 
			
	 SIGNATURE PAGE TO AMENDMENT NO. 1 DATED AS OF THE DATE FIRST WRITTEN ABOVE, TO THE REVOLVING CREDIT AGREEMENT DATED AS OF
FEBRUARY 22, 2021, AMONG JACKSON FINANCIAL INC., THE SUBSIDIARY ACCOUNT PARTIES PARTY THERETO, THE BANKS PARTY THERETO AND CITIBANK, N.A., AS ADMINISTRATIVE AGENT
  

Name of Bank (with each Bank that is also a Fronting Issuing Bank executing both in its capacity as a Bank and as a Fronting Issuing Bank):

 
 STATE STREET BANK AND TRUST COMPANY

		
	    By:	 	 /s/ Kimberly R. Costa

		 	Name: Kimberly R. Costa
		 	Title:   Vice President



  
 [Signature Page to
Amendment to Revolving Credit Agreement] 













 
			
	 SIGNATURE PAGE TO AMENDMENT NO. 1 DATED AS OF THE DATE FIRST WRITTEN ABOVE, TO THE REVOLVING CREDIT AGREEMENT DATED AS OF
FEBRUARY 22, 2021, AMONG JACKSON FINANCIAL INC., THE SUBSIDIARY ACCOUNT PARTIES PARTY THERETO, THE BANKS PARTY THERETO AND CITIBANK, N.A., AS ADMINISTRATIVE AGENT
  

Name of Bank (with each Bank that is also a Fronting Issuing Bank executing both in its capacity as a Bank and as a Fronting Issuing Bank):

 
 The Northern Trust Company

		
	    By:	 	 /s/ Joshua Metcalf

		 	Name: Joshua Metcalf
		 	Title:   VP



  
 [Signature Page to
Amendment to Revolving Credit Agreement]