JACKSON FINANCIAL INC., ISSUER AND The Bank of New York Mellon Trust Company, N.A., TRUSTEE INDENTURE DATED AS OF NOVEMBER 23, 2021 PROVIDING FOR ISSUANCE OF DEBT SECURITIES IN SERIESIndenture • November 23rd, 2021 • Jackson Financial Inc. • Life insurance • New York
INDENTURE, dated as of November 23, 2021, between Jackson Financial Inc., a Delaware corporation and The Bank of New York Mellon Trust Company, N.A., not in its individual capacity but solely in its capacity as trustee hereunder (together with its successors and assigns in such capacity, the “Trustee”).
REGISTRATION RIGHTS AGREEMENT dated as of among Jackson Financial Inc., Prudential plc and Athene Co-Invest Reinsurance Affiliate 1A Ltd.Registration Rights Agreement • April 28th, 2021 • Jackson Financial Inc. • Life insurance • New York
This Registration Rights Agreement, dated as of [ ], 2021 (this “Agreement”), is by and among Jackson Financial Inc., a Delaware corporation (the “Company”), Prudential plc, a public limited company organized under the laws of England (“Prudential”), and Athene Co-Invest Reinsurance Affiliate 1A Ltd., a Bermuda Class C insurer under the Bermuda Insurance Act 1978 (“Athene”).
DIRECTOR INDEMNIFICATION AGREEMENTDirector Indemnification Agreement • April 16th, 2021 • Jackson Financial Inc. • Life insurance • Delaware
Indemnification Agreement (this “Agreement”), dated the date set forth on the signature page hereof, between Jackson Financial Inc., a Delaware corporation (the “Company”) and the director whose name appears on the signature page hereof (“Indemnitee”).
ContractRestricted Shares Award Agreement • August 10th, 2022 • Jackson Financial Inc. • Life insurance • Michigan
This 2022 Director Restricted Shares Award Agreement (the “Agreement”), by and between Jackson Financial Inc. (the “Company”), and the director whose name is set forth on the Notice of Award hereto (the “Director”), is being entered into pursuant to the Jackson Financial Inc. 2021 Omnibus Incentive Plan (the “Plan”) and is dated as of the date it is accepted and agreed to by the Director in accordance with Section 4(n). Capitalized terms that are used but not defined herein shall have the meanings given to them in the Plan.
REVOLVING CREDIT AGREEMENT dated as of February 24, 2023 among JACKSON FINANCIAL INC., as the Company the SUBSIDIARY ACCOUNT PARTIES, as additional Obligors the BANKS party hereto and BANK OF AMERICA, N.A., as Administrative Agent BOFA SECURITIES,...Assignment and Assumption • March 1st, 2023 • Jackson Financial Inc. • Life insurance
REVOLVING CREDIT AGREEMENT dated as of February 24, 2023 among: JACKSON FINANCIAL INC., a Delaware corporation, the SUBSIDIARY ACCOUNT PARTIES party hereto, the BANKS party hereto and BANK OF AMERICA, N.A., as Administrative Agent.
REVOLVING CREDIT AGREEMENT dated as of February 22, 2021 among JACKSON FINANCIAL INC., as the Company the SUBSIDIARY ACCOUNT PARTIES, as additional Obligors the BANKS party hereto and CITIBANK, N.A., as Administrative Agent CITIGROUP GLOBAL MARKETS...Revolving Credit Agreement • March 22nd, 2021 • Jackson Financial Inc. • Life insurance • New York
REVOLVING CREDIT AGREEMENT dated as of February 22, 2021 among: JACKSON FINANCIAL INC., a Delaware corporation, the SUBSIDIARY ACCOUNT PARTIES party hereto, the BANKS party hereto and CITIBANK, N.A., as Administrative Agent.
Dated ___ 2021 PRUDENTIAL PLC and JACKSON FINANCIAL INC. DEMERGER AGREEMENT Slaughter and May One Bunhill Row London EC1Y 8YY (RJYT/NLZC/RQD/OXH)Agreement • April 28th, 2021 • Jackson Financial Inc. • Life insurance
Director Restricted Share Unit Agreement – Founders AwardRestricted Share Unit Agreement – Founders Award • March 7th, 2022 • Jackson Financial Inc. • Life insurance • Michigan
This Director Restricted Share Unit Agreement – Founders Award (the “Agreement”), by and between Jackson Financial Inc., a Delaware corporation (the “Company”), and the Director whose name is set forth on Exhibit A hereto, is being entered into pursuant to the Jackson Financial Inc. 2021 Omnibus Equity Incentive Plan (the “Plan”) and is dated as of the date it is accepted and agreed to by the Director in accordance with Section 6(o). Capitalized terms that are used but not defined herein shall have the respective meanings given to them in the Plan.
ContractRestricted Share Unit Agreement • August 7th, 2024 • Jackson Financial Inc. • Life insurance • Michigan
This 2024 Director Restricted Share Unit Agreement (the “Agreement”), by and between Jackson Financial Inc., a Delaware corporation (the “Company”), and the Director whose name is set forth on the Notice of Award hereto (the “Director”), is being entered into pursuant to the Jackson Financial Inc. 2021 Omnibus Incentive Plan (the “Plan”) and is dated as of the date it is accepted and agreed to by the Director in accordance with Section 6(o). Capitalized terms that are used but not defined herein shall have the meanings given to them in the Plan.
600,000,000 principal amount of 1.125% Senior Notes due 2023 $500,000,000 principal amount of 3.125% Senior Notes due 2031 $500,000,000 principal amount of 4.000% Senior Notes due 2051Registration Rights Agreement • November 23rd, 2021 • Jackson Financial Inc. • Life insurance • New York
This Registration Rights Agreement (this “Agreement”), dated November 23, 2021, is entered into by and among Jackson Financial Inc., a Delaware corporation (the “Issuer”), and Citigroup Global Markets Inc., J.P. Morgan Securities LLC and Morgan Stanley & Co. LLC (collectively with, for and on behalf of the Initial Purchasers named in the Purchase Agreement referred to below, the “Initial Purchasers”). The Issuer proposes to issue and sell to the Initial Purchasers, upon the terms set forth in a purchase agreement, dated November 17, 2021 (the “Purchase Agreement”), $600,000,000 principal amount of its 1.125% Senior Notes due 2023, $500,000,000 principal amount of its 3.125% Senior Notes due 2031 and $500,000,000 principal amount of its 4.000% Senior Notes due 2051 (collectively, the “Original Notes”) (such sale, the “Initial Placement”). As an inducement to the Initial Purchasers to enter into the Purchase Agreement and in satisfaction of a condition to your obligations thereunder, the
Contract2022 Director Restricted Share Unit Agreement • August 10th, 2022 • Jackson Financial Inc. • Life insurance • Michigan
This 2022 Director Restricted Share Unit Agreement (the “Agreement”), by and between Jackson Financial Inc., a Delaware corporation (the “Company”), and the Director whose name is set forth on the Notice of Award hereto (the “Director”), is being entered into pursuant to the Jackson Financial Inc. 2021 Omnibus Incentive Plan (the “Plan”) and is dated as of the date it is accepted and agreed to by the Director in accordance with Section 6(o). Capitalized terms that are used but not defined herein shall have the meanings given to them in the Plan.
Director Restricted Share Unit AgreementDirector Restricted Share Unit Agreement • March 7th, 2022 • Jackson Financial Inc. • Life insurance • Michigan
This Director Restricted Share Unit Agreement (the “Agreement”), by and between Jackson Financial Inc., a Delaware corporation (the “Company”), and the Director whose name is set forth on Exhibit A hereto, is being entered into pursuant to the Jackson Financial Inc. 2021 Omnibus Equity Incentive Plan (the “Plan”) and is dated as of the date it is accepted and agreed to by the Director in accordance with Section 6(o). Capitalized terms that are used but not defined herein shall have the respective meanings given to them in the Plan.
TERM LOAN AGREEMENT dated as of February 22, 2021 among JACKSON FINANCIAL INC., as the Company the BANKS party hereto and CITIBANK, N.A., as Administrative Agent CITIGROUP GLOBAL MARKETS INC., MORGAN STANLEY SENIOR FUNDING, INC., BOFA SECURITIES,...Term Loan Agreement • March 22nd, 2021 • Jackson Financial Inc. • Life insurance • New York
TERM LOAN AGREEMENT dated as of February 22, 2021 among: JACKSON FINANCIAL INC., a Delaware corporation, the BANKS party hereto and CITIBANK, N.A., as Administrative Agent.
DATED JACKSON NATIONAL LIFE INSURANCE COMPANY (1) and Michael I Falcon (2) and PRUDENTIAL PLC (3) EXECUTIVE CONTRACT OF EMPLOYMENTJackson Financial Inc. • March 22nd, 2021 • Life insurance • England and Wales
STOCKHOLDERS AGREEMENT OF JACKSON FINANCIAL INC. dated as of July 17, 2020Stockholders Agreement • March 22nd, 2021 • Jackson Financial Inc. • Life insurance • Delaware
THIS STOCKHOLDERS AGREEMENT (as amended, supplemented or otherwise modified from time to time, this “Agreement”) is entered as of July 17, 2020, by and among Jackson Financial Inc., a Delaware corporation (the “Company”), Prudential (US Holdco 1) Limited, a UK limited company (“Parent”), Athene Life Re Ltd., a Bermuda Class E insurer under the Bermuda Insurance Act 1978 (“Kate Investor”), and any Person who becomes a party hereto after the date hereof pursuant to Section 3.1(c) (each of the foregoing, excluding the Company, a “Stockholder” and collectively, the “Stockholders”).
Prudential plc Jackson Financial Inc.Investment Agreement • April 28th, 2021 • Jackson Financial Inc. • Life insurance • Delaware
Reference is made to the Investment Agreement (the “Investment Agreement”), dated as June 18, 2020, by and between Athene Life Re Ltd., a Bermuda Class E insurer under the Bermuda Insurance Act 1978 (“Athene Life Re”), and Jackson Financial Inc. (f/k/a Brooke (Holdco1) Inc.), a Delaware corporation (the “Company”), pursuant to which Athene Life Re purchased eighty-seven (87) shares of Class A Common Stock and thirteen (13) shares of Class B Common Stock.
COINSURANCE AGREEMENT dated as of June 18, 2020 between JACKSON NATIONAL LIFE INSURANCE COMPANY and ATHENE LIFE RE LTD.Coinsurance Agreement • March 22nd, 2021 • Jackson Financial Inc. • Life insurance
This COINSURANCE AGREEMENT (this “Agreement”) is made and entered into as of June 18, 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”).
Dated 6 August 2021 PRUDENTIAL PLC and JACKSON FINANCIAL INC. DEMERGER AGREEMENT Slaughter and May One Bunhill Row London EC1Y 8YY (RJYT/NLZC/RQD/OXH)Execution • August 6th, 2021 • Jackson Financial Inc. • Life insurance
JACKSON NATIONAL LIFE INSURANCE COMPANYSeparation Agreement • April 16th, 2021 • Jackson Financial Inc. • Life insurance • New York
This separation agreement (this “Agreement”) confirms that February 10, 2021 (the “Separation Date”), was the last day of your employment with Jackson National Life Insurance Company, a Michigan corporation (the “Company”), and the Company’s affiliates and memorializes the terms and conditions of your separation from service with the Company. In consideration of the mutual promises and covenants herein contained and for other good and valuable consideration (the receipt and sufficiency of which are hereby acknowledged), the parties hereto hereby mutually agree as follows:
Prudential plc Jackson Financial Inc. 1 Angel Court 1 Corporate Way London EC2R 7AG Lansing, MI 48951 UK USARegistration Rights Agreement • August 6th, 2021 • Jackson Financial Inc. • Life insurance • Delaware
This Registration Rights Agreement, dated as of August 6, 2021 (this “Agreement”), is by and among Jackson Financial Inc., a Delaware corporation (the “Company”), Prudential plc, a public limited company organized under the laws of England (“Prudential”), and Athene Co-Invest Reinsurance Affiliate 1A Ltd., a Bermuda Class C insurer under the Bermuda Insurance Act 1978 (“Athene”).
JACKSON FINANCIAL INC. 22,000,000 Depositary Shares Each Representing a 1/1,000th Interest in a Share of Fixed-Rate Reset Noncumulative Perpetual Preferred Stock, Series A (par value $1.00 per share) Underwriting AgreementUnderwriting Agreement • March 7th, 2023 • Jackson Financial Inc. • Life insurance • New York
Jackson Financial Inc., a corporation organized under the laws of Delaware (the “Company”), proposes to sell to the several underwriters named in Schedule II hereto (the “Underwriters”), for whom you are acting as representatives (the “Representatives”), 22,000,000 depositary shares (the “Underwritten Securities”), each representing a 1/1,000th interest in a share of Fixed-Rate Reset Noncumulative Perpetual Preferred Stock, Series A, of the Company (the “Preferred Stock”), and, at the option of the Underwriters, up to an additional 2,000,000 depositary shares (the “Option Securities”). The Underwritten Securities and the Option Securities are herein referred to as the “Securities.” The Preferred Stock shall have the rights, powers and preferences set forth in a certificate of designations (the “Certificate of Designations”) to be filed by the Company with the Secretary of State of the State of Delaware on or prior to the Closing Date (as defined below). The Preferred Stock will, when i
Contract2023 Director Restricted Share Unit Agreement • August 8th, 2023 • Jackson Financial Inc. • Life insurance • Michigan
This 2023 Director Restricted Share Unit Agreement (the “Agreement”), by and between Jackson Financial Inc., a Delaware corporation (the “Company”), and the Director whose name is set forth on the Notice of Award hereto (the “Director”), is being entered into pursuant to the Jackson Financial Inc. 2021 Omnibus Incentive Plan (the “Plan”) and is dated as of the date it is accepted and agreed to by the Director in accordance with Section 6(o). Capitalized terms that are used but not defined herein shall have the meanings given to them in the Plan.
December 28, 2022Jackson Financial Inc. • March 1st, 2023 • Life insurance
This letter confirms the terms of your continued employment with Jackson National Life Insurance Company ("Company" or "Jackson") and association with Jackson Financial Inc. and Jackson Holdings LLC ("JHLLC") following your transition from Vice Chair of JHLLC to a Senior Advisor position with Jackson. Your new role as Senior Advisor is effective January 1, 2023 and is subject to the terms and conditions that appear below. No other agreements regarding your compensation as a Senior Advisor with Jackson exist, expressed or implied.
CLASS A COMMON STOCK REPURCHASE AGREEMENTClass a Common Stock Repurchase Agreement • December 13th, 2021 • Jackson Financial Inc. • Life insurance • Delaware
THIS CLASS A COMMON STOCK REPURCHASE AGREEMENT (the “Agreement”) is entered into as of December 11, 2021 by and between Jackson Financial Inc., a Delaware corporation (the “Company”), and Prudential plc, a company incorporated and registered in England and Wales (the “Stockholder”).
UNCOMMITTED MONEY MARKET LINE CREDIT AGREEMENTUncommitted Money Market Line Credit Agreement • May 9th, 2023 • Jackson Financial Inc. • Life insurance • New York
This AGREEMENT is made as of April 6, 2023 among JACKSON FINANCIAL INC., a Delaware corporation (the “Parent Borrower”) and JACKSON NATIONAL LIFE INSURANCE COMPANY, a Michigan
FOURTH SUPPLEMENTAL INDENTURE between JACKSON FINANCIAL INC., ISSUER, AND The Bank of New York Mellon Trust Company, N.A., TRUSTEE DATED AS OF JUNE 8, 2022 5.170% SENIOR NOTES DUE 2027Fourth Supplemental Indenture • June 8th, 2022 • Jackson Financial Inc. • Life insurance • New York
FOURTH SUPPLEMENTAL INDENTURE, dated as of June 8, 2022 (this “Fourth Supplemental Indenture”), between Jackson Financial Inc., a Delaware corporation (the “Company”), and The Bank of New York Mellon Trust Company, N.A., not in its individual capacity but solely in its capacity as trustee hereunder (together with its successors and assigns in such capacity, the “Trustee”), supplementing the Indenture, dated as of November 23, 2021 (the “Base Indenture”), between the Company and the Trustee.
600,000,000 principal amount of 1.125% Senior Notes due 2023 $500,000,000 principal amount of 3.125% Senior Notes due 2031 $500,000,000 principal amount of 4.000% Senior Notes due 2051 Purchase AgreementJackson Financial Inc. • November 23rd, 2021 • Life insurance • New York
Jackson Financial Inc., a corporation organized under the laws of Delaware (the “Company”), proposes to issue and sell to the several parties named in Schedule I hereto (the “Initial Purchasers”), for whom you (the “Representatives”) are acting as representatives, $600,000,000 principal amount of its 1.125% Senior Notes due 2023 (the “2023 Notes”), $500,000,000 principal amount of its 3.125% Senior Notes due 2031 (the “2031 Notes”) and $500,000,000 principal amount of its 4.000% Senior Notes due 2051 (the “2051 Notes” and, together with the 2023 Notes and 2031 Notes, the “Securities”). The Securities will have the benefit of a registration rights agreement (the “Registration Rights Agreement”), to be dated as of the Closing Date (as defined below), between the Company and the Initial Purchasers, pursuant to which the Company will agree to register the Securities under the Securities Act (as defined below) subject to the terms and conditions therein specified. The Securities are to be i
THIRD SUPPLEMENTAL INDENTURE between JACKSON FINANCIAL INC., ISSUER, AND The Bank of New York Mellon Trust Company, N.A., TRUSTEE DATED AS OF NOVEMBER 23, 2021 4.000% SENIOR NOTES DUE 2051Third Supplemental Indenture • November 23rd, 2021 • Jackson Financial Inc. • Life insurance • New York
THIRD SUPPLEMENTAL INDENTURE, dated as of November 23, 2021 (this “Third Supplemental Indenture”), between Jackson Financial Inc., a Delaware corporation (the “Company”), and The Bank of New York Mellon Trust Company, N.A., not in its individual capacity but solely in its capacity as trustee hereunder (together with its successors and assigns in such capacity, the “Trustee”), supplementing the Indenture, dated as of November 23, 2021 (the “Base Indenture”), between the Company and the Trustee.
CONSULT WITH AN ATTORNEY BEFORE SIGNING THIS AGREEMENT Separation Agreement Including Release of Claims and Disclosure of Information Required by Federal LawJackson Financial Inc. • July 14th, 2021 • Life insurance • Illinois
SECOND SUPPLEMENTAL INDENTURE between JACKSON FINANCIAL INC., ISSUER, AND The Bank of New York Mellon Trust Company, N.A., TRUSTEE DATED AS OF NOVEMBER 23, 2021 3.125% SENIOR NOTES DUE 2031Supplemental Indenture • November 23rd, 2021 • Jackson Financial Inc. • Life insurance • New York
SECOND SUPPLEMENTAL INDENTURE, dated as of November 23, 2021 (this “Second Supplemental Indenture”), between Jackson Financial Inc., a Delaware corporation (the “Company”), and The Bank of New York Mellon Trust Company, N.A., not in its individual capacity but solely in its capacity as trustee hereunder (together with its successors and assigns in such capacity, the “Trustee”), supplementing the Indenture, dated as of November 23, 2021 (the “Base Indenture”), between the Company and the Trustee.
FIFTH SUPPLEMENTAL INDENTURE between JACKSON FINANCIAL INC., ISSUER, AND The Bank of New York Mellon Trust Company, N.A., TRUSTEE DATED AS OF JUNE 8, 2022 5.670% SENIOR NOTES DUE 2032Supplemental Indenture • June 8th, 2022 • Jackson Financial Inc. • Life insurance • New York
FIFTH SUPPLEMENTAL INDENTURE, dated as of June 8, 2022 (this “Fifth Supplemental Indenture”), between Jackson Financial Inc., a Delaware corporation (the “Company”), and The Bank of New York Mellon Trust Company, N.A., not in its individual capacity but solely in its capacity as trustee hereunder (together with its successors and assigns in such capacity, the “Trustee”), supplementing the Indenture, dated as of November 23, 2021 (the “Base Indenture”), between the Company and the Trustee.
AMENDMENT NO. 1 TO COINSURANCE AGREEMENTCoinsurance Agreement • March 22nd, 2021 • Jackson Financial Inc. • Life insurance
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”).
DEPOSIT AGREEMENT among Jackson Financial Inc. and EQUINITI TRUST COMPANY, as Depositary, Dividend Disbursement Agent, Transfer Agent and Registrar, and THE HOLDERS FROM TIME TO TIME OF THE DEPOSITARY RECEIPTS DESCRIBED HEREIN Dated as of March 13, 2023Deposit Agreement • March 13th, 2023 • Jackson Financial Inc. • Life insurance • New York
THIS DEPOSIT AGREEMENT, dated as of March 13, 2023 (as amended or supplemented from time to time in accordance with the terms hereof, this “Agreement”), among Jackson Financial Inc., a Delaware corporation (the “Corporation”), EQUINITI TRUST COMPANY, as Depositary, Dividend Disbursement Agent, Transfer Agent and Registrar, and the holders from time to time of the Receipts (as defined below).
REGISTRATION RIGHTS AGREEMENT dated as of August 6, 2021 among Jackson Financial Inc., Prudential plc and Athene Co-Invest Reinsurance Affiliate 1A Ltd.Registration Rights Agreement • August 6th, 2021 • Jackson Financial Inc. • Life insurance • New York
This Registration Rights Agreement, dated as of August 6, 2021 (this “Agreement”), is by and among Jackson Financial Inc., a Delaware corporation (the “Company”), Prudential plc, a public limited company organized under the laws of England (“Prudential”), and Athene Co-Invest Reinsurance Affiliate 1A Ltd., a Bermuda Class C insurer under the Bermuda Insurance Act 1978 (“Athene”).
FIRST SUPPLEMENTAL INDENTURE between JACKSON FINANCIAL INC., ISSUER, AND The Bank of New York Mellon Trust Company, N.A., TRUSTEE DATED AS OF NOVEMBER 23, 2021 1.125% SENIOR NOTES DUE 2023First Supplemental Indenture • November 23rd, 2021 • Jackson Financial Inc. • Life insurance • New York
FIRST SUPPLEMENTAL INDENTURE, dated as of November 23, 2021 (this “First Supplemental Indenture”), between Jackson Financial Inc., a Delaware corporation (the “Company”), and The Bank of New York Mellon Trust Company, N.A., not in its individual capacity but solely in its capacity as trustee hereunder (together with its successors and assigns in such capacity, the “Trustee”), supplementing the Indenture, dated as of November 23, 2021 (the “Base Indenture”), between the Company and the Trustee.
